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What changed in Opendoor Technologies Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Opendoor Technologies Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+601 added−491 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-27)

Top changes in Opendoor Technologies Inc.'s 2025 10-K

601 paragraphs added · 491 removed · 391 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

64 edited+56 added−42 removed29 unchanged
Biggest changeBy leveraging our technology platform and directly interfacing with our trade partners, we reduce delays, eliminate waste, and improve quality of repairs while capturing data at every step to continuously improve the system. This increase in third-party capacity also gives us the flexibility to adapt to macro conditions and adjust our operating expenses commensurate with volume expectations.
Biggest changeWe have established a network of over 450 trade partners and local service providers who utilize our proprietary technology to complete inspections, home repairs and maintenance. By integrating our technology platform directly with trade partners, we reduce delays, eliminate waste, and improve repair quality while capturing data at every step to continuously improve the system.
Risk Factors — Risks Related to Our Intellectual Property and Technology . ” To provide the broad range of products and services that we offer customers, certain of our subsidiaries maintain real estate brokerage, title insurance and escrow, and general contractor licenses, and we may in the future apply for additional licenses as our business grows and develops.
Risk Factors — Risks Related to Our Intellectual Property and Technology . ” To provide the broad range of products and services that we offer customers, certain of our subsidiaries maintain real estate brokerage, title insurance and escrow, mortgage and general contractor licenses, and we may in the future apply for additional licenses as our business grows and develops.
We believe that this increases the attractiveness and liquidity of our portfolio. • At any moment in time, a portion of our inventory is under resale contract; this means we have already found buyers for those homes and are in the process of closing the resale transactions. This further limits the exposure of our inventory portfolio to macro market changes.
We believe that this increases the liquidity of our portfolio. • At any moment in time, a portion of our inventory is under resale contract; this means we have already found buyers for those homes and are in the process of closing the resale transactions. This further limits the exposure of our inventory portfolio to macro market changes.
To create our final home offers, we algorithmically produce both an estimated valuation and an assessment of our confidence level in that estimate, and we then further validate that estimate with a combination of virtual and in person assessments of the home, as well as additional review from our in-house pricing analysts, to finalize the offer.
To create our final home offers, we algorithmically produce both an estimated valuation and an assessment of our confidence level in that estimate, and we then may further validate that estimate with a combination of virtual and in person assessments of the home, as well as additional review from our in-house pricing analysts, to finalize the offer.
During the process, the seller will typically host dozens of strangers walking through their home, and deal with the hassle of cleaning up and clearing out, often on short notice and during inconvenient times. • Receive an offer. Over 30% of home sellers reduce their asking price at least once, while over 20% of sellers offer incentives to attract buyers.
During the process, the seller will typically host dozens of strangers walking through their home, and deal with the hassle of cleaning up and clearing out, often on short notice and during inconvenient times. • Receive an offer. Over 35% of home sellers reduce their asking price at least once, while over 20% of sellers offer incentives to attract buyers.
The seller often needs to get the home “sale ready.” This preparation, including cleaning, staging and any necessary upgrades, typically involves a lot of guesswork, time, and money. • List the home. A home typically needs to be listed for over 40 days on average before it goes into contract. • Host open houses and home visits .
The seller often needs to get the home “sale ready.” This preparation, including cleaning, staging and any necessary upgrades, typically involves a lot of guesswork, time, and money. • List the home. A home typically needs to be listed for over 50 days on average before it goes into contract. • Host open houses and home visits .
As a result, we are currently subject to a variety of, and may in the future become subject to additional, federal, state and local statutes and regulations in various jurisdictions (as well as judicial and administrative decisions and state common law), which are subject to change at any time, including laws regarding the real estate industry, settlement services, mobile and internet based businesses and other businesses that rely on advertising, as well as data privacy, consumer protection, and employment laws.
As a result, we are currently subject to a variety of, and may in the future become subject to additional, federal, state and local statutes and regulations in various jurisdictions (as well as judicial and administrative decisions and state common law), which are subject to change at any time, including laws regarding the real estate and mortgage industries, settlement services, mobile and internet based businesses and other businesses that rely on advertising, as well as data privacy, consumer protection, and employment laws.
Currently, we offer title insurance services in a majority of our markets and on both the acquisition and resale side of the transaction. In the markets where our title services are offered, we provided these services for over 80% of Opendoor home transactions that closed in 2024.
Currently, we offer title insurance services in a majority of our markets and on both the acquisition and resale side of the transaction. In the markets where our title services are offered, we provided these services for over 80% of Opendoor home transactions that closed in 2025.
After the offer is accepted, the buyer typically conducts an inspection, which often forces the seller to renegotiate the offer or fix issues, increasing the homeowner’s costs and potentially delaying closing. • Wait for closing. Once the contract is signed, it still takes almost 40 days on average to close.
After the offer is accepted, the buyer typically conducts an inspection, which often forces the seller to renegotiate the offer or fix issues, increasing the homeowner’s costs and potentially delaying closing. • Wait for closing. Once the contract is signed, it still takes 35 days on average to close.
Through our various subsidiaries, we also buy and sell homes, provide real estate brokerage, title insurance and settlement services, and provide other product offerings, which results in us receiving or facilitating transmission of personal information. This information is increasingly subject to legislation and regulation in the United States.
Through our various subsidiaries, we also buy and sell homes, provide real estate brokerage, title insurance and settlement services, operate a mortgage business, and provide other product offerings, which results in us receiving or facilitating transmission of personal information. This information is increasingly subject to legislation and regulation in the United States.
Our proprietary models are informed by hundreds of data points that have been collected and synthesized in a structured way. • Proprietary offline data.
Our proprietary models are informed by millions of data points that have been collected and synthesized in a structured way. • Proprietary offline data.
We have conducted over 850,000 assessments during which we collect over 150 data points on average for each home and its surroundings using custom inspection and operator tooling to systematically source and translate home features into a robust data library.
We have conducted roughly one million assessments during which we collect over 150 data points on average for each home and its surroundings using custom inspection and operator tooling to systematically source and translate home features into a robust data library.
In addition, OS National LLC, and its subsidiary, OSN Escrow Inc., are licensed as escrow agents in seven states and OS National LLC is authorized to conduct the business of title insurance in five additional states that do not require entity and/or individual licensing. • Tremont Realty LLC (dba Opendoor Connect), holds a real estate brokerage license in Texas.
In addition, OS National LLC, and its subsidiary, OSN Escrow Inc., are licensed as escrow agents in six states and OS National LLC is authorized to conduct the business of title insurance in five additional states that do not require entity and/or individual licensing. • Tremont Realty LLC (dba Opendoor Connect), holds real estate brokerage licenses in Texas and North Carolina.
These buyers often have to submit offers contingent on selling their current home, putting them at a disadvantage versus other buyers. • The “double move.” Alternatively, homeowners can sell their current home, move into a rental or hotel, and then buy a new home, forcing them to move twice and bear those costs.
These buyers often have to submit offers contingent on selling their current home, putting them at a disadvantage versus other buyers. • The “double move.” Alternatively, homeowners can sell their current home, move into a rental or hotel, and then buy a new home, forcing them to move twice and bear those costs. 5 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
We believe that the quality and scale of information we utilize in our inventory management decisions 8 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. and our ability to manage these decisions across a scaled, diversified portfolio provides us with a structural advantage over individual sellers or agents in the traditional home selling process. • Our operations across 50 markets and a range of price and home types allow us to benefit from significant diversification effects.
We believe that the quality and scale of information we utilize in our inventory management decisions and our ability to manage these decisions across a scaled, diversified portfolio provides us with a structural advantage over individual sellers or agents in the traditional home selling process. • Our nationwide operations across a range of price points and home types allow us to benefit from significant diversification effects.
Launched in 2014, sellers utilize our core product offering to sell their home directly to us and we resell the home to a home buyer. By selling to Opendoor, homeowners can avoid the stress of open houses, preparing the home for market, overlapping mortgages, and the uncertainty that can come with listing a home on the open market.
Launched in 2014, our core product enables homeowners to sell their home directly to Opendoor for cash. We then resell the home to a subsequent home buyer. By selling to Opendoor, homeowners can avoid the stress of open houses, preparing the home for market, overlapping mortgages, and the uncertainty that can come with listing a home on the open market.
For a discussion of the various risks we face with respect to the collection and processing of personal information, see “Item 1A.
For a discussion of the various risks we face with respect to the collection and processing of personal information, see “Part I – Item 1A.
We define this as the “true seller” conversion rate, which is the percentage of unique leads who either accept an Opendoor offer or list their home on the MLS within 60 days of receiving an offer from us. We believe this is an important measure of the strength of our value proposition.
We closely track our “true seller” conversion rate, meaning the percentage of unique leads who either accept an Opendoor offer or list their home on the MLS within 60 days of receiving our offer. We believe this is an important measure of the strength of our value proposition.
Once we list a home for resale, we collect additional home-level demand data such as home visits and visitor feedback, which enable us to calibrate our resale strategy and acquisition home pricing. • Responsive feedback loop.
Once we list a home for resale, we collect additional home-level demand data such as home visits and visitor feedback, which enable us to calibrate our resale strategy and acquisition home pricing. 8 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. • Responsive feedback loop.
Our final offer, inclusive of purchase price, service fee, and condition pricing adjustment, provides the homeowner with more certainty and transparency as to their expected sale proceeds, while removing the hassle of doing any repairs and other work to get the home “sale ready.” • List with Opendoor.
Our final offer, inclusive of purchase price, service fee, and condition pricing adjustment, is intended to provide the homeowner with more certainty and transparency as to their expected sale proceeds, while removing the hassle of doing repairs and other work to get the home “sale ready.” • Cash Plus Offer .
Marketing We utilize a diversified, multichannel approach in marketing, with a focus on efficient growth. In addition to earned media and online real estate partnerships with leading industry brands, we leverage a diverse range of channels and platforms within paid advertising, including paid online channels, direct mail, television, radio, social media, and outdoor advertising.
In addition to earned media and online real estate partnerships with leading industry brands, we leverage a diverse range of channels and platforms within paid advertising, including paid online channels, direct mail, television, radio, social media, and outdoor advertising.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors Affecting our Business Performance.” Corporate History and Background Opendoor Technologies Inc. was formed through a business combination with Social Capital Hedosophia Holdings Corp.
Seasonality For information regarding the seasonality of our business, please see “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors Affecting our Business Performance.” Corporate History and Background Opendoor Technologies Inc. was formed through a business combination with Social Capital Hedosophia Holdings Corp.
As of December 31, 2024, we had 12 trademark registrations and 11 patent registrations. We are the registered holder of a variety of domestic domain names, including “opendoor.com.” In addition to the protection provided by our intellectual property rights, we enter into confidentiality and proprietary rights agreements with certain of our employees, consultants, contractors and business partners.
We are the registered holder of a variety of domestic domain names, including “opendoor.com.” 11 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. In addition to the protection provided by our intellectual property rights, we enter into confidentiality and proprietary rights agreements with certain of our employees, consultants, contractors and business partners.
A traditional home sale requires countless decisions and an average of six intermediaries, often brings unexpected costs, and takes approximately three months from start to finish. Ultimately, the consumer is left dissatisfied with a broken, disjointed experience. Opendoor transforms the home selling and buying process into a simple and certain online experience.
The typical process of buying or selling a home is complex, uncertain, time consuming, and primarily offline. A traditional home sale requires countless decisions and an average of six intermediaries, often brings unexpected costs, and takes approximately three months from start to finish. Ultimately, the consumer is left dissatisfied with a broken, disjointed experience.
As of December 31, 2024: • Opendoor Brokerage LLC and Opendoor Brokerage Inc., collectively, hold real estate brokerage licenses in all our markets and certain other states. • OS National LLC, and its subsidiaries, OSN Texas LLC, OSN Alabama LLC, and OSN Title Company are licensed as title agents in 28 states.
As of December 31, 2025: • Opendoor Brokerage LLC and Opendoor Brokerage Inc., collectively, hold real estate brokerage licenses in 44 states and the District of Columbia. • OS National LLC, and its subsidiaries, OSN Texas LLC, OS National Alabama LLC, and OSN Title Company are licensed as title agents in 28 states.
We are focused on growing market share in our existing markets — greater scale improves awareness, trust and adoption, operational cost efficiencies, and pricing competitiveness from more data. We have historically demonstrated our ability to capture over 4% market share in multiple markets, with our oldest market cohorts 9 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. showing deeper market penetration.
We are focused on growing market share across this expanded footprint, as we believe greater scale improves awareness, trust and adoption, operational cost efficiencies, and pricing competitiveness and provides more data. We have historically demonstrated our ability to capture over 4% market share in multiple markets, with our oldest market cohorts showing deeper penetration over time.
None of our employees are currently represented by a labor organization or a party to any collective bargaining. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing and additional employees.
Human Capital Resources As of December 31, 2025, we employed 1,042 individuals, including 858 in the United States. None of our employees are currently represented by a labor organization or are party to any collective bargaining. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing and additional employees.
We currently use third-party cloud computing services to allow us to quickly and efficiently scale up our services without upfront infrastructure costs, allowing us to maintain our focus on building great products.
We currently use third-party cloud computing services to allow us to quickly and efficiently scale up our services without upfront infrastructure costs, allowing us to maintain our focus on building great products. We also use third-party services to allow customers to digitally sign contracts, upload videos of their home and manage customer support services.
For customers who sell directly to us, we charge a service fee. Our final purchase price also reflects expected repairs and home quality improvements that relate to our assessment of home condition and the expectations of buyers in the market.
Our final purchase price also reflects expected repairs and home quality improvements that relate to our assessment of home condition and the expectations of buyers in the market.
Risk Factors — Risks Related to Regulatory Compliance and Legal Matters . ” Additionally, laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices, and the internet, may be applicable to our business, such as the Telephone Consumer Protection Act (“TCPA”), the Telemarketing Sales Rule, the CAN-SPAM Act, and similar state consumer protection laws.
Risk Factors — Risks Related to Regulatory Compliance and Legal Matters . ” Additionally, laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices, and the internet, as well as laws governing data privacy, security, and the processing of personal information, may be applicable to our business, such as the Telephone Consumer Protection Act (“TCPA”), the Telemarketing Sales Rule, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), the the California Consumer Privacy Act, as amended by California Privacy Rights Act (the “CCPA”), and similar state consumer protection laws.
For a discussion of the various risks we face from regulation and compliance matters, see “Item 1A.
For further discussion of the various risks we face from existing and potential regulation and compliance matters, see “Part I – Item 1A.
Finally, there is over a 20% chance the contract falls through between signing and closing (based on average multiple listing services (“MLS”) contract fall-through rates in our markets in 2024), forcing the home seller to start the entire process all over again. Additionally, we estimate over one-half of home sellers are also home buyers.
Finally, there is nearly a 20% chance the contract falls through between signing and closing (based on average multiple listing services (“MLS”) contract fall-through rates in our markets in 2025), forcing the home seller to start the entire process all over again. • Risk of delisting . Even after enduring the listing process, there is no guarantee of a sale.
The principal purposes of our equity incentive plans are to attract, retain, and motivate selected employees, consultants, and directors through the granting of stock-based compensation awards. Technology Our business is driven by data and technology at all stages of the home buying and selling process.
The principal purposes of our equity incentive plans are to attract, retain, and motivate selected employees, consultants, and directors through the granting of stock-based compensation awards. Technology Our business is driven by proprietary systems that integrate AI models, data, and software across the entire home transaction lifecycle.
We also continue to build our prospective customer base by maintaining relationships and re-engaging with homeowners who might not have been ready to sell during their first interaction with Opendoor. With the majority of sellers also being buyers, these homeowners represent a large part of our marketing funnel that we are focused on converting when they are ready to transact.
We also continue to build our prospective customer base by maintaining relationships and re-engaging with homeowners who might not have been ready to 10 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. sell during their first interaction with Opendoor.
Our Solution Opendoor is an end-to-end real estate platform enabling customers to sell and buy a home online. We offer a number of products to customers in order to facilitate the transaction that best suits their specific needs.
Our Solution Opendoor is an end-to-end real estate platform enabling customers to sell and buy a home online. We offer a number of products designed to meet different seller and buyer needs while leveraging a common technology, pricing, and operations platform.
Quickly fixing potential quality issues helps ensure listed inventory remains in the necessary condition to maximize probability of resale. Strategic Growth Priorities Our growth strategy is to innovate and execute on the following key strategic priorities: Increase penetration in existing markets.
This continuous feedback loop enables rapid response to potential issues, ensuring listed inventory remains in optimal condition to maximize resale probability and transaction velocity. Strategic Growth Priorities Our growth strategy is to innovate and execute on the following key strategic priorities: Increase penetration across our nationwide footprint.
As more consumers start their home journey with Opendoor, we expect this prospective customer base to continue to expand over time. Competition The U.S. housing market is highly fragmented, with over four million residential real estate transactions per year. We view our primary competition as the approximately 99% of transactions that are done offline.
Competition The U.S. housing market is highly fragmented, with over four million residential real estate transactions per year. We view our primary competition as the approximately 99% of transactions that remain offline. As such, we compete directly with traditional, offline real estate brokers and agents.
Buyers will then typically conduct an inspection on the property, finalize their mortgage application process and ultimately take possession of the home upon closing of the transaction. Industry-Leading Pricing Capabilities Our ability to price homes competitively is fundamental to our business model.
Our technology platform and operational scale enable us to optimize this cycle systematically. When we receive an acceptable offer, we enter into a resale contract. Buyers typically conduct inspections, finalize their mortgage application process and take possession of the home upon closing. Industry-Leading Pricing Capabilities Our ability to price homes competitively is fundamental to our business model.
Robust Risk Management Framework Forecasting and managing our business to seasonal and macro market changes is important for our overall results and balance sheet health. As noted above, since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems, and we expect to continue to do so.
As noted above, since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems, and we expect to continue to do so. These investments pair with a strong risk management focus that is embedded in our pricing, finance and operations teams.
All of our pricing decisions are managed centrally, giving us a high degree of control over our overall growth and margin objectives.
We evaluate the quality of our pricing models and processes using high-frequency detailed metrics across all segments of our business, including home acquisition, resale strategy and inventory health . All of our pricing decisions are managed centrally, giving us a high degree of control over our overall growth and margin objectives.
We believe our singular focus on an end-to-end digital solution, our best-in-class pricing engine, and our low-cost operational platform differentiate us from our competitors and provide a meaningful and sustainable competitive advantage. Human Capital Resources As of December 31, 2024, we employed 1,470 individuals, including 1,128 in the United States.
In addition, we also compete with other iBuyers, and our adjacent services compete with industry service providers, including title and escrow companies and mortgage originators. We believe our singular focus on an end-to-end digital solution, our best-in-class pricing engine, and our low-cost operational platform differentiate us from our competitors and provide a meaningful and sustainable competitive advantage.
These proprietary data points have led us to make approximately 2.3 billion annotations and adjustments to MLS and tax assessor data, as well as build out unique geospatial data assets, such as power line and busy road proximity.
These proprietary data points allow us to make annotations and adjustments to MLS and tax assessor data, as well as build out unique geospatial data assets, such as power line and busy road proximity. We also use AI to extract and automatically categorize data on the condition of homes from customer-provided inputs, such as chat conversations, images, and videos.
Since launch, customers have demonstrated their desire for our digital, on-demand real estate solution with over 274,000 homes bought and sold by Opendoor across the United States. In 2024, we sold over 13,500 homes and generated $5.2 billion in revenue while continuing to delight customers, maintaining an average Net Promoter Score of nearly 80 from our sellers since 2021.
In 2025, we sold over 11,700 homes and generated $4.4 billion in revenue while continuing to delight customers, maintaining an average Net Promoter Score (“NPS”) of nearly 80 from our sellers since 2021. Since our initial market launch in Phoenix in 2014, we have expanded across the United States and operated in 50 markets going into 2025.
There are approximately two million licensed real estate agents in the United States, who each complete approximately five transactions on average per year, and many of whom do not solely work in real estate. Without appropriate support, this can lead to an inconsistent experience for consumers looking for guidance in what is typically the largest financial decision of their lives.
The current landscape is highly fragmented. Today, nearly 90% of residential real estate transactions in the United States involve an agent. There are over two million licensed real estate agents in the United States, who each complete approximately four transactions on average per year, and many of whom do not solely work in real estate.
In 2024 alone, more than four million existing homes were sold, representing approximately $1.7 trillion in transactions. Additionally, with approximately two-thirds of Americans living in a home they own, housing is the single largest consumer expenditure in the United States, ahead of transportation, food, insurance, and healthcare.
Additionally, with approximately two-thirds of Americans living in a home they own, housing is the single largest consumer expenditure in the United States, ahead of transportation, food, insurance, and healthcare. Yet, in a world where purchases are increasingly migrating online, the real estate transaction has largely remained unchanged.
Home acquisition and repairs Once a seller has received and accepted our final purchase offer, we enable the seller to close the transaction on a flexible timeline.
Home acquisition and repairs Once a seller accepts our purchase offer, we enable flexible closing timelines to meet their specific needs.
Home resale After we prepare the home for market and list the home for resale, we market our homes across a wide variety of channels to generate buyer awareness and demand. These channels include the Opendoor website and mobile app, local MLS, and syndication across real estate portals. We also generate buyer awareness through Opendoor signage for listed properties.
Home resale After preparing homes for market, we leverage multiple distribution channels to generate buyer demand, including the Opendoor website and mobile app, local MLS, syndication across real estate portals, and property signage. As the principal in the transaction rather than an intermediary, we operate from a structurally advantageous position.
Since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems. Our pricing function focuses on ensuring we are providing competitive offers to customers while managing acquisition volumes and resale policy decisions to meet our margin and risk management objectives. 7 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Since inception, we have prioritized investment in proprietary data collection, machine learning models, and systematic pricing operations that enable us to deliver competitive offers to customers while managing acquisition volumes and resale policy decisions to meet our margin and risk management objectives.
Our proprietary construction management technology enables us to drive efficiencies across all home servicing functions, tying together pre-acquisition assessments, pricing, repair and preparation scoping, centralized back-office operations, renovation project management, and listed home maintenance.
Our proprietary operations technology, powered by AI and machine learning, drives efficiencies across home servicing functions, tying together pre‑acquisition assessments, pricing, repair scoping, centralized back‑office operations, renovation project management, and listed home maintenance. Our systems increasingly automate tasks that have historically required local, manual work, with centralized teams supervising exceptions and judgment‑driven decisions.
Real estate is migrating online. Consumers are shifting their spend online and demanding digital-first experiences for greater efficiency, certainty, and speed. They are increasingly comfortable transacting online across retail, food and transportation, and they now expect similar experiences in real estate.
This broader residential real estate ecosystem represents a substantial incremental market opportunity for a comprehensive digital platform. Real estate is migrating online. Consumers are shifting their spend online and demanding digital-first experiences for greater efficiency, certainty, and speed.
We have assembled a team of engineers, data scientists, designers, and product managers whose expertise spans a broad range of technical areas to build our proprietary technology for pricing and home assessment, access, and management. We use technological innovations where possible to increase efficiency and scale our business.
We have assembled a team of engineers, machine learning specialists, research scientists, data scientists, designers, and product managers whose expertise spans a broad range of technical areas.
We plan to continue to invest in our business and appropriately balance trade-offs between growth, margin, and risk as we scale. Offers We generate demand for our products and services through organic awareness and word-of-mouth, paid media spend, and partnership channels such as our relationships with homebuilders, real estate agents, and online real estate portals.
We generate demand for our products and services primarily through organic awareness, word-of-mouth, targeted paid media spend, and partnership channels such as our relationships with homebuilders, real estate agents, and online real estate portals. Home sellers visit our website or mobile app and answer a few questions about their home’s condition, features, and upgrades.
We have developed purpose-built software to guide home assessment workflows and collect over 150 unique data points on average regarding a home’s condition and quality. In addition to informing the offer price for that particular home, we incorporate the proprietary data that we collect during home assessments as structured data into our underlying pricing models.
We typically apply a condition pricing adjustment informed by our assessment of the home and the estimated work needed to bring and maintain it in “sale‑ready” condition consistent with local buyer expectations. We have developed purpose-built software to guide these assessments and collect over 150 unique data points on average regarding a home’s condition and quality.
We also use third-party services to allow customers to digitally sign contracts, upload videos of their home and manage customer support services. 10 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Intellectual Property We rely on trademarks, domain names, patents, copyrights, trade secrets, contractual provisions and restrictions on access and use to establish and protect our proprietary rights.
Intellectual Property We rely on trademarks, domain names, patents, copyrights, trade secrets, contractual provisions and restrictions on access and use to establish and protect our proprietary rights. As of December 31, 2025, we had 11 trademark registrations and 13 patent registrations.
By leveraging software, data science, product design and operations, we are building a technology platform for residential real estate that offers buyers and sellers a digital, on-demand experience that 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.
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. In 2025 alone, more than four million existing homes were sold, representing approximately $1.7 trillion in transactions.
Over 20% of sellers who listed or sold their homes have previously entered their home address on Opendoor.com across our active markets, which suggests that our registered user base is a powerful source of future sellers that we can use to drive our future growth.
Over 20% of all sellers who listed or sold their homes across our 21 oldest markets have previously entered their home address on Opendoor.com, indicating that roughly one in five sellers in these markets considers Opendoor when assessing their selling options.
In order to finalize our offer, we conduct a combination of virtual and/or in-person home assessments to verify the condition of the home and determine what kind of repairs and home quality improvements may need to be performed after we acquire the home.
To finalize our offer, we may conduct home assessments to verify the home's condition and determine necessary repairs or improvements. Customers can choose to complete self-guided assessments by uploading videos and photos through our app or we offer in-person home assessments.
Our proprietary pricing engine helps automate many of these steps, including relevant adjustments over time. We manage and measure our inventory performance by listing cohort and by market, and our pricing models can incorporate granular, relative demand signals to optimize pricing and sell-through across the portfolio.
Our proprietary AI-powered pricing engine enables data-driven decisions across a large, diversified portfolio of homes, incorporating granular demand signals to optimize pricing and sell-through velocity. We manage inventory performance by listing cohort and by market, with our pricing models designed to achieve target margins while maintaining appropriate transaction velocity and portfolio health.
We will continue to expand our customer base through partnerships and marketing campaigns that increase awareness and engage customers early in their home selling and buying research. Expand to new markets. At 50 markets as of December 31, 2024, we have made good progress towards our long-term goal of being able to deliver for customers nationwide.
Our nationwide expansion enables us to serve customers wherever they are located, while we continue to drive deeper penetration in our core markets through partnerships and marketing campaigns that increase awareness and engage customers early in their home selling and buying research. Expand product offerings.
We receive regular home condition status updates from our trade partners and local service provider network who are in our homes multiple times per month, as well as from home shoppers and agents who provide feedback through our mobile application after their home tours. This feedback enables rapid response in the event of condition defects that would otherwise persist unaddressed.
Our home inventory management systems and access technology ensure properties remain clean, well-maintained, and safe, enabling our on-demand self-tour experience for buyers. We receive timely home condition updates from our trade partners and service providers who visit properties multiple times per month, as well as from home shoppers and agents who provide feedback through our mobile application after tours.
The Problem The traditional process of selling or buying a home is a lengthy and stressful experience for both the seller and buyer. For nearly 90% of United States sellers that list their home on the market using an agent, this is what their experience typically looks like: • Find a listing agent.
For nearly 90% of United States sellers that list their home on the market using an agent, the typical experience involves coordinating with multiple parties over several months, with significant risk of delays or deal failure. This broken process stems from reliance on fragmented intermediaries and analog systems, creating pain points at every stage: • Find a listing agent.
Using our website or mobile app, sellers can receive an estimated offer online. We then conduct a home assessment to verify the home information and finalize the offer, taking into consideration the home’s condition. Sellers can then select their preferred closing date and close electronically (where permitted). 5 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Using our website or mobile app, sellers can receive an estimated offer online. Eligible sellers may then be prompted to download our mobile application and complete a guided self-assessment of their home. Based on information provided and our internal valuation models, we present an offer.
Item 1. Business. Mission Our mission is to power life’s progress, one move at a time. Our Company We are the largest digital platform for residential real estate transactions. In 2014, we founded Opendoor to reinvent one of life’s most important transactions and make it possible to buy, sell, and move at the tap of a button.
Item 1. Business. Mission Our mission is to tilt the world in favor of homeowners, by making homeownership simpler, faster, and fairer for everyone. Our Company We are a leading e-commerce platform for residential real estate transactions and the largest U.S. iBuyer.
We are focused on continuing to refine our best-in-class seller experience, drive additional scale and efficiencies, expand the options available to sellers to best suit their specific needs, invest in enhancing the buyer experience, and continue to integrate the seller and buyer journey. We continually evaluate the need for additional products related to real estate transactions and ancillary services.
Our north star is to build the best end-to-end digital experience for every home seller and buyer. We are focused on continuing to refine our best-in-class seller experience, expand integrated services that capture additional transaction value, invest in enhancing the buyer experience, and create a seamless, vertically-integrated platform.
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Yet, in a world where purchases are increasingly migrating online, the real estate transaction has largely remained unchanged. The typical process of buying or selling a home is complex, uncertain, time consuming, and primarily offline.
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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.
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Since our initial market launch in Phoenix in 2014, we have expanded across the United States and operated in 50 markets as of December 31, 2024: Albuquerque, Atlanta, Austin, Birmingham, Boston, Charleston, Charlotte, Chattanooga, Cincinnati, Cleveland, Colorado Springs, Columbia, Columbus, Corpus Christi, Dallas-Fort Worth, Denver, Detroit, Greensboro-Winston, Greenville, Houston, Indianapolis, Jacksonville, Kansas City, Killeen, Knoxville-Morristown, Las Vegas, Los Angeles, Miami, Minneapolis-St.
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Opendoor transforms the home selling and buying process into a simple and certain online experience. Since launch, customers have demonstrated their desire for our digital, on-demand real estate solution with over 294,000 homes bought and sold by Opendoor across the United States.
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Paul, Nashville, New York-New Jersey, Northern Colorado, Oklahoma City, Orlando, Phoenix, Portland, Prescott, Raleigh-Durham, Richmond, Riverside, Sacramento, Saint Louis, Salt Lake City, San Antonio, San Diego, San-Francisco-Bay Area, Southwest Florida, Tampa, Tucson, and Washington, DC. We believe we are still in the early stages of the digital transformation of real estate.
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In late 2025, we began expanding our buybox from a limited set of geographies to effectively nationwide coverage across the contiguous United States, with the ability to make offers in substantially all residential zip codes. We believe we are still in the early stages of the digital transformation of real estate.
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We are dedicated to building a digital, one-stop shop for buyers and sellers of residential real estate, where more consumers will be able to transact directly with simplicity, certainty and control over the entire process. Market Overview Residential real estate is a massive offline market.
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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 over the entire process. We're creating an experience where consumers can buy or sell a home as easily as they book travel or shop online today.
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Of the $1.7 trillion residential real estate transactions in 2024, iBuyers (companies that use technology to price homes, acquire properties, and facilitate real estate transactions) captured less than 1%. The current landscape is highly fragmented. Today, nearly 90% of residential real estate transactions in the United States involve an agent.
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Market Overview Residential real estate is a massive offline market. Of the $1.7 trillion residential real estate transactions in 2025, the vast majority remain offline, channeled through traditional agents and brokers. Digital-first platforms like Opendoor that enable direct transactions captured less than 1% of the market, representing a significant opportunity to bring this category online.
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While the majority of home buyers browse for homes online, the transaction itself is still largely offline, making it difficult for consumers to access homes and requiring in-person 4 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. closings. The COVID-19 pandemic catalyzed an increase in demand for digital-first experiences with consumers prioritizing simplicity and certainty.
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Without appropriate support, this can lead to an inconsistent experience for consumers looking for guidance in what is typically the largest financial decision of their lives.
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All of our products leverage our centralized operations and platform capabilities, enabling sellers and buyers to experience a simple and certain transaction that dramatically improves the traditional process. Today, our product offerings include: • Sell to Opendoor.
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Consumer satisfaction reflects this broken experience, with traditional real estate transactions generating Net Promoter Scores around 30, significantly below other major consumer categories and well below Opendoor's average NPS of nearly 80. 4 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Traditional transactions involve multiple value-capturing intermediaries .
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Customers can choose to list their home on the MLS with a partner agent while also receiving the certainty of our cash offer, which is valid for a limited time period while the seller tests the market. By choosing this product, sellers work with one of our partner agents to list their home through the open MLS market.
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In a typical transaction, separate parties provide mortgage origination, title and escrow services, home warranties, insurance, and other related services, each capturing fees and adding complexity. By establishing direct relationships with consumers through a digital platform, Opendoor can offer these services seamlessly within a single integrated experience.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, we may incur significant losses in the future for a number of reasons, including the following: • our failure to appropriately price and manage the home inventory we acquire; • changes in our fee structure or rates; • the availability of debt financing and securitization funding to finance our real estate inventories; • our inability to grow market share in our existing markets or any new markets we may enter; • our expansion into new markets, for which we typically incur more significant losses immediately following entry; • increased competition in the U.S. residential real estate industry; • our failure to realize anticipated efficiencies through our technology, business model and cost management strategies; • costs associated with enhancements of our products and introducing new product offerings; • our failure to execute our growth strategies; • declines in U.S. residential real estate transaction volumes; • increased marketing costs; 13 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. • lack of access to housing market data that is used in our pricing models at reasonable cost, if at all; • hiring additional personnel to support our overall growth; • loss in value of real estate due to changes in market conditions in the area in which real estate or assets are located; • increases in costs associated with holding our real estate inventories, including financing costs; and • unforeseen expenses, difficulties, complications and delays, and other unknown factors.
Biggest changeAdditionally, we may incur significant losses in the future for a number of reasons, including the following: • our failure to appropriately price and manage the home inventory we acquire; • changes in our fee structure or rates; • the availability of debt financing and securitization funding to finance our real estate inventories; • our inability to grow market share, including those in which we have less operating history; • we may incur greater losses as a result of our recent expansion into all contiguous 48 states, where we have less operating history and market penetration; • increased competition in the U.S. residential real estate industry; • our failure to realize anticipated efficiencies through our leveraging of AI, technology, business model and cost management strategies; • costs associated with enhancements of our products and introducing new product offerings, including costs to enhance engineering and AI capabilities; • our failure to execute our growth strategies, including our failure to successfully improve the customer experience and/or our unit economics by expanding core services and ancillary services, such as mortgage, homeowners’ insurance, and warranty services; • declines in U.S. residential real estate transaction volumes; • increased marketing costs; • lack of access to housing market data that is used in our pricing models at reasonable cost, if at all; • hiring additional personnel to support our overall growth; • loss in value of real estate due to changes in market conditions in the areas in which real estate or assets are located; • increases in costs associated with holding our real estate inventories, including financing costs; and • unforeseen expenses, difficulties, complications and delays, and other unknown factors.
Item 1A. Risk Factors. In the course of conducting our business operations, we are exposed to a variety of risks. You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our financial statements and the related notes and “Item 7.
Item 1A. Risk Factors. In the course of conducting our business operations, we are exposed to a variety of risks. You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our financial statements and related notes and “Item 7.
Further, there is no guarantee that buyers and sellers will want to transact in a manner contemplated by such offerings, or that we will be able to attract a sufficient number of sellers to attract buyers, or a sufficient number of buyers to attract sellers.
Further, there is no guarantee that buyers and sellers will want to transact in a manner contemplated by such offerings, or that we will be able to attract a sufficient number of sellers and buyers.
As a result of these significantly elevated interest rates, the cost of financing a home purchase has increased significantly for the typical home buyer, which has reduced the affordability of mortgage financing and resulted in a decline in the demand for our homes.
As a result of these elevated interest rates, the cost of financing a home purchase has increased significantly for the typical home buyer, which has reduced the affordability of mortgage financing and resulted in a decline in the demand for our homes.
We may use derivatives and other instruments to reduce our exposure to interest fluctuations and those derivatives and other instruments may not prove to be effective. We may use derivatives or other instruments to reduce our exposure to adverse changes in interest rates. Hedging interest rate risk is a complex process, requiring sophisticated models and constant monitoring.
We may use derivatives and other instruments to reduce our exposure to interest rate fluctuations and those derivatives and other instruments may not prove to be effective. We may use derivatives or other instruments to reduce our exposure to adverse changes in interest rates. Hedging interest rate risk is a complex process, requiring sophisticated models and constant monitoring.
We cannot assure you that we, or our licensed personnel, are and will remain at all times, in full compliance with local, state and federal real estate, title insurance and escrow, property and casualty insurance, real estate licensing and consumer protection laws and regulations, and we may be subject to litigation, government investigations and enforcement actions, fines or other penalties in the event of any non-compliance.
We cannot assure you that we, or our licensed personnel, are and will remain at all times, in full compliance with local, state and federal real estate, title insurance and escrow, property and casualty insurance, real estate and mortgage licensing and consumer protection laws and regulations, and we may be subject to litigation, government investigations and enforcement actions, fines or other penalties in the event of any non-compliance.
We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information, if penetration of network security or misuse of Personal Information occurs, or if the third parties that we engage with to provide processing and screening services violate applicable laws and regulations, misuse information, or experience network security breaches.
We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information, if penetration of network security or misuse of Personal Information occurs, or if the third parties that we engage with to provide processing and screening services violate applicable laws and regulations, misuse or mishandle information, or experience network security breaches.
If such changes have the effect of reducing buyer demand for homes, it would adversely impact our financial condition and results of operations. In addition, as a result of the NAR settlement, we have begun to offer concessions to buyers instead of paying buyer broker commissions. The Company treats buyer concessions as a reduction to revenue.
If such changes have the effect of reducing buyer demand for homes, it would adversely impact our financial condition and results of operations. In addition, as a result of the NAR settlement, we have begun to offer concessions to certain buyers instead of paying buyer broker commissions. The Company treats buyer concessions as a reduction to revenue.
These risks include, without limitation: possible declines in the value of real estate; risks related to general and local economic conditions; demographic and population shifts and migration; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes and operating expenses; changes in zoning laws; increased labor costs; unemployment; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; changes in meteorological or climatic conditions; and uninsured damages from floods, hurricanes, tornadoes, wildfires, earthquakes or other natural disasters or severe weather events, which may become more frequent or severe as a result of climate change.
These risks include, without limitation: possible declines in the value of real estate; risks related to general and local economic conditions; demographic and population shifts and migration; possible lack of availability of mortgage funds and homeowners’ insurance; overbuilding; extended vacancies of properties; increases in competition, property taxes and operating expenses; changes in zoning laws; increased labor costs; unemployment; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; changes in meteorological or climatic conditions; and uninsured damages from floods, hurricanes, tornadoes, wildfires, earthquakes or other natural disasters or severe weather events, which may become more frequent or severe as a result of climate change.
Additionally, any integration of artificial intelligence in our or any service providers’ operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. Additionally, we rely on third parties and their security procedures for the secure storage, processing, maintenance, and transmission of information that is critical to our operations.
Additionally, any integration of artificial intelligence in our or any service providers’ operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. Additionally, we rely on third parties and their security procedures for the secure storage, processing, maintenance, and transmission of Confidential Information that is critical to our operations.
If we fail to adjust our pricing to stay in line with broader market trends, or fail to recognize those trends, it could adversely affect our ability to acquire inventory. Additionally, in acquiring our inventory, we compete with individual private home buyers and small-scale investors, as well as institutional investors and real estate companies.
If we fail to adjust our pricing to stay in line with broader market trends, or fail to recognize those trends, it could adversely affect our ability to acquire and resell inventory. Additionally, in acquiring our inventory, we compete with individual private home buyers and small-scale investors, as well as institutional investors and real estate companies.
Our existing and potential competitors include companies that operate, or could develop, national and/or local real estate businesses offering services to home buyers or sellers, including real estate brokerage services, title insurance, and escrow services. Some of our competitors may have well-established national reputations and may market similar products and services.
Our existing and potential competitors include companies that operate, or could develop, national and/or local real estate businesses offering services to home buyers or sellers, including real estate brokerage services, mortgage services, title insurance, and escrow services. Some of our competitors may have well-established national reputations and may market similar products and services.
For example, due in part to macroeconomic factors such as increased interest rates and lower consumer confidence stemming from recession risk, in the second half of 2023 and most of 2024, market clearance rates slowed, which resulted in reduced pace of our resales.
For example, due in part to macroeconomic factors such as increased interest rates and lower consumer confidence stemming from recession risk, in the second half of 2023 and most of 2024 and 2025, market clearance rates slowed, which resulted in reduced pace of our resales.
The cost and availability of labor may be adversely affected by changes in regulatory policy and trends in labor migration. In addition, the inflation we have experienced in recent years has increased the cost of goods and services that we consume, such as labor and materials costs for home repairs.
The cost and availability of labor may be adversely affected by changes in regulatory policy and enforcement and trends in labor migration. In addition, the inflation we have experienced in recent years has increased the cost of goods and services that we consume, such as labor and materials costs for home repairs.
The use of AI Technologies to support business operations carries inherent risks related to data privacy and security, such as intended, unintended, or inadvertent transmission of proprietary or sensitive information, as well as challenges related to implementing and maintaining AI Technologies, such as developing and maintaining appropriate datasets for such support.
The use of AI Technologies to support business operations also carries inherent risks related to data privacy and security, such as intended, unintended, or inadvertent transmission of proprietary or sensitive information, as well as challenges related to implementing and maintaining AI Technologies, such as developing and maintaining appropriate datasets for such support.
We assess and price the homes we buy and sell using data science, proprietary algorithms, and analysis from specially trained employees, incorporating a number of factors, including our knowledge of the real estate markets in which we operate.
We assess and price the homes we buy and sell using data science, proprietary algorithms, AI, and analysis from specially trained employees, incorporating a number of factors, including our knowledge of the real estate markets in which we operate.
Home prices have been and can be volatile, and the values of our inventory have and may continue to fluctuate significantly. As a result of such fluctuations, we have in the past and may in the future incur inventory valuation adjustments.
Home prices have been and can be volatile, and the values of our inventory have fluctuated and may continue to fluctuate significantly. As a result of such fluctuations, we have in the past and may in the future incur inventory valuation adjustments.
Compliance with applicable U.S. and foreign laws and regulations, such as labor laws, anti-corruption laws, anti-bribery laws, anti-money laundering laws, tax laws, foreign exchange controls and data privacy and data localization requirements, increases our cost of doing business.
Compliance with applicable U.S. and foreign laws and regulations, such as labor laws, immigration laws, anti-corruption laws, anti-bribery laws, anti-money laundering laws, tax laws, foreign exchange controls and data privacy and data localization requirements, increases our cost of doing business.
We are from time to time involved in, or may in the future be subject to, claims, suits, government investigations, and proceedings arising from our business, including actions with respect to intellectual property, privacy, consumer protection, information security, our historic mortgage lending services, real estate, environmental, data protection or law enforcement matters, tax matters, labor and employment, and commercial claims, as well as actions involving content generated by our customers, shareholder derivative actions, purported class action lawsuits, and other matters.
We are from time to time involved in, or may in the future be subject to, claims, suits, government investigations, and proceedings arising from our business, including actions with respect to intellectual property, privacy, consumer protection, information security, our mortgage services, real estate, environmental, data protection or law enforcement matters, tax matters, labor and employment, and commercial claims, as well as actions involving content generated by our customers, shareholder derivative actions, purported class action lawsuits, and other matters.
As a result, we are currently subject to a variety of, and may in the future become subject to additional, federal, state and local statutes and regulations in various jurisdictions (as well as judicial and administrative decisions and state common law), which are subject to change at any time, including laws regarding the real estate, settlement services, insurance, construction, mobile and internet based businesses and other businesses that rely on advertising, as well as data privacy and consumer protection laws, and employment laws.
As a result, we are currently subject to a variety of, and may in the future become subject to additional, federal, state and local statutes and regulations in various jurisdictions (as well as judicial and administrative decisions and state common law), which are subject to change at any time, including laws regarding the real estate and mortgage industries, settlement services, insurance, construction, mobile and internet based businesses and other businesses that rely on advertising, as well as data privacy and consumer protection laws, and employment laws.
While we aim to use AI Technologies ethically and attempt to identify and mitigate ethical or legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.
While we aim to use AI Technologies ethically and accurately, and attempt to identify and mitigate ethical or legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5. Credit Facilities and Long-Term Debt ” for additional information regarding our debt and financing arrangements.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5. Credit Facilities, Long-Term Debt, and Convertible Notes ” for additional information regarding our debt and financing arrangements.
The revised NAR rules and practices, as well as changes resulting from any other lawsuits, could lead to changes in how real estate commissions are communicated, negotiated, calculated, or paid, which may in turn meaningfully impact how home buyers and sellers engage with real estate professionals in the course of buying and selling a home.
The revised NAR rules and practices, as well as changes resulting from any other lawsuits, could lead to changes in how real estate professionals interact with consumers and real estate commissions are communicated, negotiated, calculated, or paid, which may in turn meaningfully impact how home buyers and sellers engage with real estate professionals in the course of buying and selling a home.
These considerations could also incentivize us to sell inventory homes for prices that do not allow us to meet our margin targets or to fully cover our costs to repay our borrowings with respect to those properties. 33 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. We rely on agreements with third parties to finance our business.
These considerations could also incentivize us to sell inventory homes for prices that do not allow us to meet our margin targets or to fully cover our costs to repay our borrowings with respect to those properties. 38 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. We rely on agreements with third parties to finance our business.
In certain cases, we could be required to repay all or a portion of the relevant debt immediately, even in the absence of a payment default. The occurrence of these events would have an adverse impact on our financial condition and results of operations and such impact could be material. 34 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
In certain cases, we could be required to repay all or a portion of the relevant debt immediately, even in the absence of a payment default. The occurrence of these events would have an adverse impact on our financial condition and results of operations and such impact could be material. 39 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), as modified by the CARES Act, U.S. federal net operating loss carryforwards generated in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income.
Under the Tax Cuts and Jobs Act of 2017, as modified by the CARES Act, U.S. federal net operating loss carryforwards generated in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income.
We are therefore subject to numerous federal and state laws, as well as regulations and industry guidelines, regarding privacy and the storing, use, processing, and disclosure and protection of Personal Information, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries or conflict with other rules.
We are therefore subject to numerous federal, state, and foreign laws, as well as regulations and industry guidelines, regarding privacy and the storing, use, processing, disclosure, and protection of Personal Information, the scope of which are changing, subject to differing interpretations, and may be inconsistent among states and countries or conflict with other rules.
Our limited operating history makes it difficult to evaluate our current business and future prospects. Our business model and technology is still nascent compared to the business models of the incumbents in the U.S. residential real estate industry. We launched our first market in 2014 and do not have a long operating history.
Our limited operating history makes it difficult to evaluate our current business and future prospects. Our business model and technology are still nascent compared to the business models of the incumbents in the U.S. residential real estate industry. We launched our first market in 2014 and do not have a long operating history.
If there is a breach of our, or our third party vendors’, IT Systems and we know or suspect that certain Personal Information has been accessed, or used inappropriately, we may need to notify the affected individual and may be subject to significant fines and penalties.
If there is a breach of our, or our third party vendors’, IT Systems and we know or suspect that certain Personal Information has been accessed, or used inappropriately, we may need to notify the affected individual and may be subject to significant litigation, fines, and other penalties.
We process, store, and use Personal Information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity.
We process, store, and use Personal Information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and any violation or perceived violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity.
In addition, the availability of committed financing is typically subject to us meeting certain conditions, which may include financial or collateral performance tests or metrics. As of December 31, 2024, we satisfied the financial and collateral performance-based conditions to borrowing under our debt facilities.
In addition, the availability of committed financing is typically subject to us meeting certain conditions, which may include financial or collateral performance tests or metrics. As of December 31, 2025, we satisfied the financial and collateral performance-based conditions to borrowing under our debt facilities.
Any failure or perceived failure by us to comply with our privacy policies, privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized access to or unintended release of Personal Information or other customer data, may result in governmental enforcement actions (including fines and penalties), litigation, or public statements against us by consumer advocacy groups or others.
Any failure or perceived failure by us to comply with our privacy policies, privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized access to or unintended release of Personal Information or other customer data, may result in governmental enforcement actions (including fines and penalties), litigation (including class action lawsuits), or public statements against us by consumer advocacy groups or others.
Declining real estate values have resulted in, and could continue to result in, inventory valuation adjustments, which have and may continue to adversely affect our financial condition and operating results. There are risks inherent in owning properties and inventory risks are substantial for our business.
Declines in real estate values have resulted in, and could continue to result in, inventory valuation adjustments, which have and may continue to adversely affect our financial condition and operating results. There are risks inherent in owning properties and inventory risks are substantial for our business.
Changes in tax laws or tax rulings, changes in interpretations of existing laws, or new tax laws supported by the current U.S. presidential administration related to housing policy could materially adversely affect our results of operations and financial condition.
Changes in tax laws or tax rulings, changes in interpretations of existing laws, or new tax laws, including those supported by the current U.S. presidential administration related to housing policy could materially adversely affect our results of operations and financial condition.
As a result of this amortization, the interest expense that we expect to recognize for the notes for accounting purposes will be greater than the cash interest payments we will pay on the notes, which will result in lower reported earnings.
As a result of this amortization, the interest expense that we expect to recognize for the Convertible Senior Notes for accounting purposes will be greater than the cash interest payments we will pay on the Convertible Senior Notes, which will result in lower reported earnings.
The secondary market for mortgage loans continues to primarily desire securities backed by Fannie Mae, Freddie Mac, or Ginnie Mae, and we believe the liquidity these agencies provide to the mortgage industry is important to the housing market.
However, the secondary market for mortgage loans continues to currently primarily desire securities backed by Fannie Mae, Freddie Mac, or Ginnie Mae, and we believe the liquidity these agencies provide to the mortgage industry is important to the housing market.
The NAR settlement received final court approval on November 26, 2024. Class action suits raising similar claims are pending and the outcome of the NAR Class Action may result in additional such actions being filed.
The NAR settlement received final court approval on November 26, 2024. Class action suits raising similar or related claims are pending and the outcome of the NAR Class Action may result in additional such actions being filed.
In addition, properties located in the markets in which we operate in Florida, portions of North Carolina, Texas, and portions of California are more susceptible to certain hazards (such as floods, hurricanes, hail, extreme temperatures, wildfires, or other severe weather events which may become more frequent or severe as a result of climate change) than properties in other parts of the country.
In addition, properties located in parts of Florida, portions of North Carolina, Texas, and portions of California are more susceptible to certain hazards (such as floods, hurricanes, hail, extreme temperatures, wildfires, or other severe weather events which may become more frequent or severe as a result of climate change) than properties in other parts of the country.
Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of Personal Information, or regarding the manner in which the express or implied consent of customers for the use and disclosure of Personal Information is obtained (including for advertising purposes), could require us to modify our products and features, possibly in a material manner and subject to increased compliance costs, which may limit our ability to develop new products and features that make use of the Personal Information that our customers voluntarily share.
Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of Personal Information, or regarding the manner in which the express or implied consent of customers for the use and disclosure of Personal Information is obtained (including for advertising purposes), could require us to modify our products and features, possibly in a material manner and subject to increased compliance costs, which may limit our ability to develop new products and features that make use of the Personal Information that we process.
Under that method, if the conversion value of the 2026 Notes exceeds their principal amount for a reporting period, then we calculate our diluted earnings per share assuming that all of the 2026 Notes were converted at the beginning of the reporting period and that we issued shares of our common stock to settle the excess.
Under that method, if the conversion value of the Convertible Senior Notes exceeds their principal amount for a reporting period, then we calculate our diluted earnings per share assuming that all of the Convertible Senior Notes were converted at the beginning of the reporting period and that we issued shares of our common stock to settle the excess.
Any actual or alleged security breaches or alleged violations of federal or state laws or regulations relating to data privacy and security could result in mandated user notifications, litigation, government investigations, significant fines, and expenditures; divert management’s attention from operations; deter people from using our platform; damage our brand and reputation; and materially adversely affect our business, results of operations, and financial condition.
Any actual or alleged security breaches or alleged violations of federal or state laws or regulations relating to data privacy and security could result in mandated user notifications, litigation (including class action lawsuits), government investigations, significant fines, and expenditures; divert management’s attention from operations; deter people from using our platform; damage our brand and reputation; and materially adversely affect our business, results of operations, and financial condition.
In addition, we do not know whether our current practices will be deemed sufficient under applicable laws or whether new regulatory requirements might make our current practices insufficient.
In addition, we do not know whether our current practices will be deemed sufficient under applicable laws or other cybersecurity requirements, or whether new regulatory requirements might make our current practices insufficient.
We similarly face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services.
We similarly face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, attacks developed or enhanced using artificial intelligence, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services.
However, if reflecting the 2026 Notes in diluted earnings per share in this manner is anti-dilutive, or if the conversion value of the 2026 Notes does not exceed their principal amount for a reporting period, then the shares underlying the 2026 Notes are not reflected in our diluted earnings per share.
However, if reflecting the Convertible Senior Notes in diluted earnings per share in this manner is anti-dilutive, or if the conversion value of the Convertible Senior Notes does not exceed their principal amount for a reporting period, then the shares underlying the Convertible Senior Notes are not reflected in our diluted earnings per share.
A number of factors have impacted and could in the future negatively impact and harm our business, including the following: • seasonal or cyclical downturns in the U.S. residential real estate market that may be due to one or more factors, whether included in this list or not; • changes in national, regional, or local economic, demographic or real estate market conditions; • increased mortgage interest rates, such as the recent significant increases in interest rates in 2022 and 2023, or down payment requirements and/or restrictions on mortgage financing availability; • low home inventory levels, which may result from zoning regulations, higher construction costs, and housing market uncertainty that discourages some potential home sellers, among other factors, or lack of affordably priced homes, which may result from home prices growing faster than wages, among other factors; • high rental occupancy rates; • labor or materials supply shortages; 12 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. • slow economic growth or inflationary or recessionary conditions; • changes in trade policies of the U.S. or other countries, such as tariffs or retaliatory tariffs, which may contribute to inflationary conditions and increase the cost of materials for home repairs; • new and changing laws, regulations, executive orders, and enforcement priorities; • increased levels of unemployment or declining wages; • declines in the value of residential real estate and/or the pace of home appreciation, or the lack thereof; • illiquidity in residential real estate; • overall conditions in the housing market, including macroeconomic shifts in supply or demand, and increases in costs for homeowners such as property taxes, homeowners’ association fees and the availability and/or affordability of insurance, including as a result of more frequent and severe natural disasters or severe weather due to climate change; • low levels of consumer confidence in the economy and/or the U.S. residential real estate industry; • the future impacts of pandemics or epidemics on buying and selling trends in the residential real estate market; • changes in household debt levels; • geopolitical tensions; • volatility and general declines in the stock market; • loss in confidence in the debt, obligations, or operations in the U.S. government, or a shutdown of the U.S. government, which could impact broader credit markets or economic activity; • federal, state, or local legislative or regulatory changes that would negatively impact owners or potential purchasers of single-family homes or the residential real estate industry in general, such as the Tax Cuts and Jobs Act of 2017, which limited deductions of certain mortgage interest expenses and property taxes; or • natural and man-made disasters and other catastrophic events, such as hurricanes, windstorms, tornadoes, earthquakes, wildfires, floods, hailstorms, terrorist attacks and other events that disrupt local, regional, or national real estate markets.
A number of factors have impacted and could in the future negatively impact and harm our business, including the following: • seasonal or cyclical downturns in the U.S. residential real estate market that may be due to one or more factors, whether included in this list or not; • changes in national, regional, or local economic, demographic or real estate market conditions; • increased mortgage interest rates, such as the recent significant increases in interest rates in 2022 and 2023, or down payment requirements and/or restrictions on mortgage financing availability; • low home inventory levels, which may result from zoning regulations, higher construction costs, and housing market uncertainty that discourages some potential home sellers, among other factors, or lack of affordably priced homes, which may result from home prices growing faster than wages, among other factors; • high rental occupancy rates; • labor or materials supply shortages; • slow economic growth or inflationary or recessionary conditions; • changes in trade policies of the U.S. or other countries, such as tariffs or retaliatory tariffs, which may contribute to inflationary conditions and increase the cost of materials for home repairs; • new and changing laws, regulations, executive orders, and enforcement priorities; • increased levels of unemployment or declining wages; • declines in the value of residential real estate and/or the pace of home appreciation, or the lack thereof; • illiquidity in residential real estate; • overall conditions in the housing market, including macroeconomic shifts in supply or demand, and increases in costs for homeowners, such as property taxes, homeowners’ association fees and the availability and/or affordability of insurance, including as a result of more frequent and severe natural disasters or severe weather due to climate change; • low levels of consumer confidence in the economy and/or the U.S. residential real estate industry; • consumer hesitancy to spend or take on debt due to economic uncertainty; • the future impacts of pandemics or epidemics on buying and selling trends in the residential real estate market; • changes in household debt levels; • geopolitical tensions; • volatility and general declines in the stock market; • loss in confidence in the debt, obligations, or operations in the U.S. government, or a shutdown of the U.S. government, which could impact broader credit markets or economic activity; • federal, state, or local legislative or regulatory changes that would negatively impact owners or potential purchasers of single-family homes or the residential real estate industry in general, such as the recently enacted One Big Beautiful Bill Act (“OBBBA”), which made permanent the limitation on deductions of certain mortgage interest expenses; or • natural and man-made disasters and other catastrophic events, such as hurricanes, windstorms, tornadoes, earthquakes, wildfires, floods, hailstorms, terrorist attacks and other events that disrupt local, regional, or national real estate markets. 14 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
As a result of such review, we recorded an inventory valuation adjustment of $57 million in 2024, of which $25 million related to homes remaining in inventory at December 31, 2024. These adjustments, based upon anticipated, but not realized losses, caused an immediate reduction of net income and a corresponding decrease in real estate inventory in the accounting period identified.
As a result of such review, we recorded an inventory valuation adjustment of $57 million in 2025, of which $19 million related to homes remaining in inventory at December 31, 2025. These adjustments, based upon anticipated, but not realized losses, caused an immediate reduction of net income and a corresponding decrease in real estate inventory in the accounting period identified.
These rules and regulations result in legal and financial compliance expenses that are costly and our management and other personnel will continue to need to devote a substantial amount of time to these compliance initiatives. The increased costs will increase our net loss.
These rules and regulations result in legal and financial compliance expenses that are costly and our management and other personnel will continue to need to devote a substantial amount of time to these compliance initiatives. The increased costs are expected to increase our net loss in the near term.
We had an accumulated deficit of $3.7 billion and $3.3 billion as of December 31, 2024 and 2023, respectively. In the longer term, we expect to make future investments in developing and expanding our business, including technology, recruitment and training, marketing and pursuing strategic opportunities. These investments may not result in increased revenue or growth in our business.
We had an accumulated deficit of $5.0 billion and $3.7 billion as of December 31, 2025 and 2024, respectively. In the longer term, we expect to make future investments in developing and expanding our business, including technology, recruitment and training, marketing and pursuing strategic opportunities. These investments may not result in increased revenue or growth in our business.
We believe that our ability to compete depends upon many factors both within and beyond our control, including the following: • the financial competitiveness of our products for consumers; • the number of potential customers; • the timing and market acceptance of our products and the iBuying model, including new products offered by us or our competitors; • our selling and marketing efforts; • our customer service and support efforts; • our continued ability to develop and improve our technology to support our business model; • customer adoption of our platform as an alternative to traditional methods of buying and selling residential real estate; and • our brand strength relative to our competitors.
We believe that our ability to compete depends upon many factors both within and beyond our control, including the following: • the financial competitiveness of our products for consumers; • the number of potential customers; • the timing and market acceptance of our products and the iBuying model, including new products offered by us or our competitors; • our selling and marketing efforts; • our customer service and support efforts; • our continued ability to develop and improve our technology to support our business model, including our ability to leverage AI to drive operational efficiency and improve the customer experience; • customer adoption of our platform as an alternative to traditional methods of buying and selling residential real estate; and • our brand strength relative to our competitors.
For certain licenses, we are required to designate individual licensed brokers of record, qualified individuals and control persons. Certain licensed entities also are subject to routine examination and monitoring by the CPFB (for title and escrow) and/or state licensing authorities.
For certain licenses, we are required to designate individual licensed brokers of record, qualified individuals and control persons. Certain licensed entities also are subject to routine examination and monitoring by the CFPB (for mortgage and title and escrow) and/or state licensing authorities.
In addition, it is possible that a resolution of one or more such proceedings could result in reputational harm, liability, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing us from offering certain features, functionalities, products, or services, or requiring a change in our business practices, products or technologies, which could in the future materially and adversely affect our business, operating results and financial condition. 39 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
In addition, it is possible that a resolution of one or more such proceedings could result in reputational harm, liability, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing us from offering certain features, functionalities, products, or services, or requiring a change in our business practices, products or technologies, which could in the future materially and adversely affect our business, operating results and financial condition.
These laws are complex and sometimes ambiguous, and can be costly to comply with, require significant management time and effort, require a substantial investment in technology, and subject us to supervisory audits, claims, government enforcement actions, civil and criminal liability or other remedies, including suspension of business operations.
These laws are complex and sometimes ambiguous, could directly impact our operations, and can be costly to comply with, require significant management time and effort, require a substantial investment in technology, and subject us to supervisory audits, claims, government enforcement actions, civil and criminal liability or other remedies, including suspension of business operations.
We utilize a significant amount of debt and financing arrangements in the operation of our business. Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing. As of December 31, 2024 we had approximately $1.9 billion of non-recourse asset-backed loans.
We utilize a significant amount of debt and financing arrangements in the operation of our business. Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing. As of December 31, 2025, we had approximately $1.1 billion of non-recourse asset-backed debt.
We buy and sell homes, provide real estate brokerage services, provide title insurance and settlement services, provide other product offerings, and have historically provided mortgage lending and brokerage services, which results in us receiving or facilitating transmission of Personal Information. This information is increasingly subject to legislation and regulation in the United States.
We buy and sell homes, operate a mortgage business, provide real estate brokerage services, provide title insurance and settlement services, provide other product offerings, and have historically provided brokerage services, which results in us receiving or facilitating transmission of Personal Information. This information is increasingly subject to legislation and regulation in the United States.
An over-supply of home inventory will generally cause downward pressure on our sales prices and margins and increase our average days to sale. Our inventory of homes purchased has typically represented a significant portion of total assets.
An oversupply of home inventory will generally cause downward pressure on our sales prices and margins and increase our average days to sale. Our inventory of homes purchased has typically represented a significant portion of total assets.
We are currently, and may in the future be, the target of this type of litigation. For example, securities litigation claims related to our pricing algorithm were filed against us and certain of our current and former officers and directors in 2022 and 2023. See “ Part II – Item 8.
We are currently, and may in the future be, the target of this type of litigation. For example, securities litigation claims related to our pricing algorithm and other shareholder derivative matters were filed against us and certain of our current and former officers and directors in 2022 and 2023. See “ Part II – Item 8.
Our failure to repurchase the 2026 Notes at a time when such repurchase is required by the indenture governing the 2026 Notes or to pay the cash amounts due upon future conversions of the 2026 Notes as required by such indenture would constitute a default under such indenture.
Our failure to repurchase the Convertible Senior Notes at a time when such repurchase is required by the indenture governing the Convertible Senior Notes or to pay the cash amounts due upon future conversions of the Convertible Senior Notes as required by such indenture would constitute a default under such indenture.
The accounting method for reflecting the 2026 Notes on our balance sheet, accruing interest expense for the 2026 Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.
The accounting method for reflecting the Convertible Senior Notes on our balance sheet, accruing interest expense for the Convertible Senior Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.
In order to grow our business, we anticipate that we will continue to depend on relationships with third parties, such as settlement service providers, lenders, real estate agents, valuation companies, vendors we use to service and repair our homes, third-party partners we rely on for referrals, such as homebuilders and online real estate websites, and institutional buyers of our inventory, such as single-family rental REITs.
In order to grow our business, we anticipate that we will continue to depend on relationships with and the financial success of third parties, such as settlement service providers, lenders, real estate agents, valuation companies, home inspectors, vendors we use to service and repair our homes, third-party partners we rely on for referrals, such as homebuilders and online real estate websites, and institutional buyers of our inventory, such as single-family rental REITs.
If we are unable to effectively adapt or optimize our cost structure to offset declines in our revenue, including as a result of cost structure reduction initiatives we began implementing in 2024, it could have a material adverse effect on our growth, results of operations, and financial condition.
If we are unable to effectively adapt or optimize our cost structure to offset declines in our revenue, including as a result of cost structure reduction initiatives we began implementing in 2024 and additional AI efficiencies we began implementing in 2025, it could have a material adverse effect on our growth, results of operations, and financial condition.
We have a history of losses, and we may not achieve or maintain profitability in the future. We have incurred net losses on an annual basis since we were founded. We incurred net losses of $392 million, $275 million, and $1.4 billion for the years ended December 31, 2024, 2023, and 2022, respectively.
We have a history of losses, and we may not achieve or maintain profitability in the future. We have incurred net losses on an annual basis since we were founded. We incurred net losses of $1.3 billion, $392 million, and $275 million for the years ended December 31, 2025, 2024, and 2023, respectively.
We could be subject to additional tax liabilities and our ability to use our net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes. We are subject to federal and state income and non-income taxes in the United States, and foreign income and non-income taxes in Canada and India.
We could be subject to additional tax liabilities and our ability to use our net operating loss carryforwards and other tax attributes may be limited in connection with past or future ownership changes. We are subject to federal and state income and non-income taxes in the United States, and foreign income and non-income taxes in Canada and India.
Cybersecurity incidents may occur to us or our third-party providers and, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and Confidential Information (our own or that of third parties, including Personal Information of our customers and employees) and the disruption of business operations.
Cybersecurity incidents that impact us or our third-party providers, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and Confidential Information (our own or that of third parties, including Personal Information of our customers and employees) and the disruption of business operations.
A default under the indenture governing the 2026 Notes or the fundamental change itself may also lead to a default under agreements governing our existing or future indebtedness, which may result in such existing or future indebtedness becoming immediately payable in full.
A default under the indenture governing the Convertible Senior Notes or the fundamental change itself may also lead to a default under agreements governing our existing or future indebtedness, which may result in such existing or future indebtedness becoming immediately payable in full.
A reduction in the availability of or access to inventory, including due to macroeconomic conditions, could have a material adverse effect on our business, sales, and results of operations. Additionally, we evaluate thousands of potential homes daily using our proprietary pricing model.
A reduction in the availability of or access to inventory, including due to macroeconomic conditions or regulatory changes, could have a material adverse effect on our business, sales, and results of operations. Additionally, we evaluate thousands of potential homes daily using our proprietary pricing model and AI capabilities.
We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock. The sale of equity or issuance to finance any such acquisitions could result in dilution to our stockholders.
We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock. The sale of equity or issuance to finance any such acquisitions could result in dilution to our stockholders or adversely impact the price of our common stock.
We may not have sufficient funds to satisfy all amounts due under such existing or future indebtedness and repurchase the 2026 Notes or make cash payments upon conversions thereof.
We may not have sufficient funds to satisfy all amounts due under such existing or future indebtedness and repurchase the Convertible Senior Notes or make cash payments upon conversions thereof.
Customers and potential customers access our products primarily through our website and mobile applications. Our ability to attract, retain and serve customers depends on the reliable performance and availability of our website, mobile application, and technology infrastructure.
Customers and potential customers access our products primarily through our website and mobile applications. Our ability to attract, retain and serve customers depends on the reliable performance and availability of our website, mobile application, AI tools and features, and technology infrastructure.
In addition, our ability to repurchase the 2026 Notes or to pay cash upon conversions of the 2026 Notes may be limited by applicable law, by regulatory authorities or by agreements governing our future indebtedness.
In addition, our ability to repurchase the Convertible Senior Notes or to pay cash upon conversions of the Convertible Senior Notes may be limited by applicable law, by regulatory authorities or by agreements governing our future indebtedness.
Successful breaches, employee malfeasance, or human or technological error could result in, for example, unauthorized access to, disclosure, modification, misuse, loss, or destruction of company, customer, or other third-party data or systems; theft of sensitive, regulated, or Confidential Information and intellectual property; the loss of access to critical data or systems through ransomware, destructive attacks or other means; and business delays, service or system disruptions or denials of 37 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. service.
Successful breaches, employee malfeasance, or human or technological error could result in, for example, unauthorized access to, disclosure, modification, misuse, loss, or destruction of company, customer, or other third-party data or systems; theft of sensitive, regulated, or Confidential Information and intellectual property; the loss of access to critical data or systems through ransomware, destructive attacks or other means; and business delays, service or system disruptions or denials of service.
The risk of cybersecurity incidents directed at us or our third-party vendors includes uncoordinated individual attempts to gain unauthorized access to information technology systems, as well as sophisticated and targeted measures known as advanced persistent threats.
The risk of cybersecurity incidents directed at us or our third-party vendors includes uncoordinated individual attempts to gain unauthorized access to our IT Systems and those of our vendors and our Confidential Information, as well as sophisticated and targeted measures known as advanced persistent threats.
For example, we currently incorporate AI Technologies into our pricing algorithms, and our research into and continued development of such capabilities to build additional proprietary real estate specific models remain ongoing. We expect that increased investment will be required in the future to continuously improve our use of AI Technologies.
For example, we currently 28 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. incorporate AI Technologies into our pricing algorithms, and our research into and continued development of such capabilities to build additional proprietary real estate specific models remain ongoing. We expect that increased investment will be required in the future to continuously improve our use of AI Technologies.
The GLBA regulates, among other things, the use of certain information about individuals in the context of the provision of financial services, including both a “Privacy Rule” (which imposes obligations on financial institutions relating to the use or disclosure of non-public personal information) and a “Safeguards Rule” (which imposes obligations on financial institutions and, indirectly their service providers, to implement and maintain physical, administrative and technological measures to protect the security of non-public personal financial information).
The GLBA regulates, among other things, the use of certain information about individuals in the context of the provision of financial services, including both a “Privacy Rule” (which imposes obligations on financial institutions relating to the use or disclosure of non-public personal information) and a “Safeguards Rule” (which imposes obligations on financial institutions 26 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. and, indirectly their service providers, to implement and maintain physical, administrative and technological measures to protect the security of non-public personal financial information).
The successful assertion of one or more large claims against us that exceed available insurance coverage, denial of coverage as to any specific claim, or any change or cessation in our insurance policies and coverages, including premium 38 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. increases or the imposition of large deductible requirements, could have a material adverse effect on our business, results of operations, and financial condition.
The successful assertion of one or more large claims against us that exceed available insurance coverage, denial of coverage as to any specific claim, or any change or cessation in our insurance policies and coverages, including premium increases or the imposition of large deductible requirements, could have a material adverse effect on our business, results of operations, and financial condition.
The CCPA requires covered businesses to, among other things, provide disclosures to California consumers, and afford such consumers privacy rights such as the ability to opt-out of certain sales or the sharing of Personal Information and expands rights to access and requires deletion of their Personal Information, and receive detailed information about how their Personal Information is collected, used and shared.
The CCPA requires covered businesses to, among other things, provide disclosures to California consumers, and it affords such consumers privacy rights such as the ability to opt-out of certain sales or the sharing of Personal Information, access their Personal Information, request the deletion of their Personal Information, and receive detailed information about how their Personal Information is collected, used and shared.
Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with the Business Combination (as defined herein) or other past or future transactions, some of which are out of our control.
Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with past or future transactions, some of which are out of our control.
The issuance costs were treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the 2026 Notes.
The issuance costs were treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the Convertible Senior Notes.
The price of our common stock may fluctuate due to a variety of factors, including: • changes in the industries in which we and our customers operate; • developments involving our competitors; • changes in laws and regulations affecting our business; • variations in our operating performance and the performance of our competitors in general; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us or our competitors or our industry; • changes in financial estimates and recommendations by securities analysts; • issuances of shares of our common stock upon conversion of our 2026 Notes; • short sellers manipulating our stock, resulting in a price decrease; • our business being subject to seasonality with greater demand and home price appreciation from home buyers in the spring and summer, and typically weaker demand and lower home price appreciation in late fall and winter; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • actions by stockholders, including the sale of their shares of our common stock; • additions and departures of key personnel; • commencement of, or involvement in, litigation involving our Company; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our common stock available for public sale; and • general economic and political conditions, such as interest rate increases, including the recent significant increases in 2022 and 2023, higher inflation and decreased consumer confidence, recessions, the future impacts of pandemics or epidemics, local and national elections, fuel prices, international currency fluctuations, corruption, inflation, political instability, and acts of war or terrorism.
The price of our common stock and Warrants have fluctuated and may fluctuate in the future due to a variety of factors, including: • changes in the industries in which we and our customers operate; • developments involving our competitors; • changes in laws and regulations affecting our business; • variations in our operating performance and the performance of our competitors in general; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts or other third parties about us or our competitors or our industry, which may be inaccurate or unfavorable; • changes in financial estimates and recommendations by securities analysts; • issuances of shares of our common stock upon conversion of our Notes and exercise of our Warrants; • general speculation by investors and others; • short sellers manipulating our stock, resulting in a price decrease; • “short squeezes” and “meme” trading of our common stock or the common equity of companies in our industry; • our business being subject to seasonality with greater demand and home price appreciation from home buyers in the spring and summer, and typically weaker demand and lower home price appreciation in late fall and winter; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • actions by stockholders, including the sale of their shares of our common stock; • additions and departures of key personnel; • commencement of, or involvement in, litigation involving our Company; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our common stock available for public sale; and • general economic and political conditions, such as interest rate increases, including the recent significant increases in 2022 and 2023, higher inflation and decreased consumer confidence, recessions, the future impacts of pandemics or epidemics, local and national elections, fuel prices, international currency fluctuations, corruption, inflation, political instability, and acts of war or terrorism.
Moreover, the current U.S. presidential administration has implemented tariffs on imports from Canada, Mexico, and China, and has promoted plans to implement tariffs on other countries and pursue other trade policies intended to restrict imports, which may further increase the cost of materials for home repairs.
Moreover, the current U.S. presidential administration has implemented tariffs on certain goods and services imported from Canada, Mexico, China, and other countries, and has promoted plans to pursue other trade policies intended to restrict imports, which may further increase the cost of materials for home repairs.
Even if we do not determine that it is necessary or appropriate to record an inventory valuation adjustment in the current financial period, a reduction in the estimated net realizable value of a property could subsequently manifest and would therefore affect our earnings and financial condition at that time.
Even if we do not determine that it is necessary or appropriate to record an inventory valuation adjustment in the current financial period, a reduction in the estimated net realizable value of a property could subsequently manifest and would therefore affect our earnings and financial condition at that time. 18 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Committee receives updates at least annually from our Chief Technology and Product Officer and management on our cybersecurity risk management and strategy, including, as applicable, progress towards our risk-mitigation goals, results from third-party assessments, and the emerging threat landscape.
Biggest changeThe Committee receives updates at least annually from our Vice President of Engineering or his designees and management on our cybersecurity risk management and strategy, including, as applicable, progress towards our risk-mitigation goals, results from third-party assessments, and the emerging threat landscape. In addition, management updates the Committee, where it deems appropriate, regarding cybersecurity incidents it considers significant.
Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the “Committee”) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program.
Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit and Risk Committee (the “Committee”) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program.
Our Chief Technology and Product Officer, who possesses a 20-year track record in product development and engineering, eight years of which consist of overseeing technology, including the oversight of information security systems, reports directly to our Chief Executive Officer. This extensive experience spans both public and private companies.
Our Vice President of Engineering, who possesses a 13-year track record in product development and engineering, six years of which consist of overseeing technology, including the oversight of information security systems, reports directly to our Chief Executive Officer. This extensive experience spans both public and private companies.
Our Chief Technology and Product Officer supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, and alerts and reports produced by security tools deployed in the IT environment, such as regular network and endpoint monitoring, vulnerability assessments, penetration testing, and tabletop exercises.
Our Vice President of Engineering takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, and alerts and reports produced by security tools deployed in the IT environment, such as regular network and endpoint monitoring, vulnerability assessments, penetration testing, and tabletop exercises.
We have experienced a limited number of immaterial cybersecurity incidents in the past, regularly experience cybersecurity attempts, and expect that we will continue to experience varying degrees of cybersecurity attempts and incidents in the future.
We have experienced a number of cybersecurity incidents in the past, which we do not believe to be material, regularly experience cybersecurity attempts, and expect that we will continue to experience varying degrees of cybersecurity attempts and incidents in the future.
Our Chief Technology and Product Officer, in coordination with our internal security staff, is responsible for assessing and managing our material risks from cybersecurity threats, and has primary responsibility for our overall cybersecurity risk management program and supervising both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our Vice President of Engineering, in coordination with our internal security staff, is responsible for assessing and managing our material risks from cybersecurity threats, and has primary responsibility for our overall cybersecurity risk management program and supervising both our internal cybersecurity personnel and our retained external cybersecurity consultants. 47 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Committee reports to the full Board regarding its activities, including those related to cybersecurity and, will, from time to time, brief the full Board on our cybersecurity risk management program.
The Committee reports to the full Board regarding its activities, including those related to cybersecurity and, will, from time to time, brief the full Board on our cybersecurity risk management program.
Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.
Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program designed to protect the confidentiality, integrity, and availability of our critical systems and information. Our program is designed to align with relevant legal requirements and draws upon widely accepted security frameworks and practices.
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Our cybersecurity risk management program includes multiple layers of security controls, including network segmentation, security monitoring, endpoint protection, and identity and access management, as well as a cybersecurity incident response plan. We assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”).
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We take an integrated, organization-wide approach to evaluating and addressing cybersecurity risks, incorporating these considerations alongside other enterprise risks such as regulatory, financial, and operational concerns.
Removed
While we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business, this does not imply that we meet any particular technical standards, specifications, or requirements, and our maturity varies across our cybersecurity program.
Added
Key elements of our program include, but are not limited to, the following: • processes designed to identify, assess, and prioritize cybersecurity threats to our critical systems and information; • technical controls and processes intended to detect and remediate weaknesses in our systems and software; • the use of third-party service providers, where appropriate, to assist with aspects of our program; • evaluation of key service providers based on our assessment of their criticality to our operations and respective risk profile, for example, through due diligence, contractual protections, and periodic review; • practices designed to safeguard personal information and maintain compliance with data protection requirements; • ongoing monitoring capabilities to detect and evaluate potential security threats; and • a cybersecurity incident response plan that includes documented procedures for responding to, containing, and recovering from cybersecurity events.
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Our cybersecurity risk management program considers cybersecurity risks alongside other company risks as part of our overall cybersecurity risk assessment process, and shares common methodologies, reporting channels and governance processes that apply to other risks impacting the company, such as regulatory, financial and operational risks.
Removed
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; 40 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. • the use of vulnerability scans and penetration testing; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management, including annual incident training, regular phishing email simulations and tabletop exercises to simulate incident responses; • a robust cybersecurity incident response plan that includes documented procedures for preparing for, detecting, responding to and recovering from cybersecurity incidents, as well as processes to triage, assess severity for, escalate, contain, investigate, and remediate the incident; and • a third-party risk management process for service providers, suppliers, and vendors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. As of December 31, 2024, we have various operating leases in the United States and India for office space, one of which is listed in the table below. We believe that our facilities are adequate for our current needs. 41 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Biggest changeItem 2. Properties. As of December 31, 2025, we have various operating leases in the United States and India for office space, two of which are listed in the table below. We believe that our facilities are adequate for our current needs.
Location Purpose Approximate Square Feet Principal Lease Expiration Dates Tempe, Arizona General Office Space, Corporate Mailing Address 53,867 2030
Location Purpose Approximate Square Feet Principal Lease Expiration Dates San Francisco, California General Office Space 20,432 2026 Tempe, Arizona General Office Space, Corporate Mailing Address 11,970 2031

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+10 added−1 removed3 unchanged
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information for Common Stock Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “OPEN.” Holders of Record As of February 20, 2025, there were approximately 58 holders of record of our common stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our Board may deem relevant. Sales of Unregistered Equity Securities None. Issuer Purchases of Equity Securities None.
Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our Board may deem relevant.
Dividend Policy We have never declared or paid dividends on our capital stock. We currently intend to retain any future earnings to fund the development and growth of our business, and therefore do not expect to pay any dividends in the foreseeable future.
We currently intend to retain any future earnings to fund the development and growth of our business, and therefore do not expect to pay any cash dividends in the foreseeable future.
This graph assumes that 43 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. the value of the investment in the Company’s common stock and each index (including reinvestment of dividends) was $100 on December 21, 2020.
This graph covers the period from December 31, 2020 through December 31, 2025 for the Company’s common stock. This graph assumes that the value of the investment in the Company’s common stock and each index (including reinvestment of dividends) was $100 on December 31, 2020.
Removed
This graph covers the period from December 21, 2020, which was the first day our common stock began trading after the closing of the Business Combination, through December 31, 2024 for the Company’s common stock.
Added
Market Information for Common Stock and Warrants Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “OPEN.” Our Series K, Series A, and Series Z warrants have been listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbols “OPENW,” “OPENL,” and “OPENZ,” respectively.
Added
Holders of Record As of February 12, 2026, there were approximately 49 holders of record of our common stock (“OPEN”), and 38, 38, and 38 holders of record of our “OPENW,” “OPENL,” and “OPENZ,” warrants to purchase common stock, respectively. Dividend Policy We have never declared or paid any cash dividends on our capital stock.
Added
Warrant Dividends On November 6, 2025, our Board of Directors declared a special dividend in the form of warrants to the holders of our common stock (the “Warrants”), as of the close of business on November 18, 2025 (the “Record Date”) (the “Warrant Dividends”).
Added
Each holder or record of common stock on the Record Date received a series of three warrants for every 30 shares of common stock held, rounded down to the nearest whole number. The Warrants are listed on Nasdaq and commenced trading on November 24, 2025.
Added
The number of shares of common stock issuable upon exercise of the Warrants is subject to customary anti-dilution adjustments. Stockholders paid no consideration for the receipt of these Warrants, and the Warrant Dividends did not involve the payment of cash. For a discussion of our overall dividend policy, see “Dividend Policy” above.
Added
Under the terms of both the 2026 Notes and the 2030 Notes, the Company was required to either adjust the respective conversion ratio or issue Warrants to the holders of the notes. The conversion rate of the Company’s 2026 Notes was adjusted in accordance with the terms of the governing indenture for such notes.
Added
In lieu of an adjustment to the conversion rate, holders of the Company’s 2030 Notes received Warrants, at the same time and on the same terms as holders of common stock, without having to convert such holder’s 2030 Notes, as if such holder held a number of shares of common stock, equal to the product of (i) the conversion rate applicable to the 2030 Notes in effect on the Record Date and (ii) the aggregate principal amount (expressed in thousands) of 2030 Notes held by such holder on the Record Date.
Added
The Warrant Dividends and related transactions, including (i) the principal terms of the warrants issued to our common stockholders and (ii) the impact of the Warrant Dividends on our Convertible Senior Notes and on shareholders’ equity, are described in more detail in “ Part II – Item 8.
Added
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5 — Credit Facilities, Long‑Term Debt, and Convertible Notes ” and “ Note 11 — Shareholders’ Equity ” to our consolidated financial statements included in this Annual Report on Form 10‑K.
Added
Sales of Unregistered Equity Securities Other than as disclosed in our Current Reports on Form 8-K dated May 19, 2025 and September 11, 2025, none. Issuer Purchases of Equity Securities None. 49 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) The following table summarizes certain details related to our non-recourse asset-backed debt and other secured borrowings as of December 31, 2024 (in millions, except interest rates): Outstanding Amount December 31, 2024 Borrowing Capacity Current Non-Current Weighted Average Interest Rate End of Revolving / Withdrawal Period Final Maturity Date Non-Recourse Asset-backed Debt: Asset-backed Senior Revolving Credit Facilities Revolving Facility 2018-2 $ 1,000 $ — $ — — % June 24, 2026 June 24, 2026 Revolving Facility 2018-3 1,000 182 — 8.00 % September 29, 2026 September 29, 2026 Revolving Facility 2019-1 300 — — — % August 15, 2025 August 15, 2025 Revolving Facility 2019-2 550 — — — % October 3, 2025 October 2, 2026 Revolving Facility 2019-3 100 — — 8.13 % April 4, 2025 April 3, 2026 Asset-backed Senior Term Debt Facilities Term Debt Facility 2021-S1 100 — 100 3.48 % February 24, 2026 August 24, 2026 Term Debt Facility 2021-S2 400 — 300 3.31 % September 10, 2025 March 10, 2026 Term Debt Facility 2021-S3 1,000 — 750 3.75 % January 31, 2027 July 31, 2027 Term Debt Facility 2022-S1 250 250 — 4.07 % March 1, 2025 September 1, 2025 Total $ 4,700 $ 432 $ 1,150 Issuance Costs — (7) Carrying Value $ 432 $ 1,143 Asset-backed Mezzanine Term Debt Facilities Term Debt Facility 2020-M1 $ 1,700 $ — $ 200 10.00 % April 1, 2025 April 1, 2026 Term Debt Facility 2022-M1 $ 500 $ — $ 150 10.00 % September 15, 2025 September 15, 2026 Total $ 2,200 $ — $ 350 Issuance Costs (1) Carrying Value $ 349 Total Non-Recourse Asset-backed Debt $ 6,900 $ 432 $ 1,492 Asset-backed Senior Revolving Credit Facilities We classify the senior revolving credit facilities as current liabilities on our consolidated balance sheets.
Biggest changeThe following table summarizes certain details related to our non-recourse asset-backed debt as of December 31, 2025 (in millions, except interest rates): Outstanding Amount December 31, 2025 Borrowing Capacity Current Non-Current Weighted Average Interest Rate End of Revolving / Withdrawal Period Final Maturity Date Non-Recourse Asset-backed Debt: Asset-backed Senior Revolving Credit Facilities Revolving Facility 2018-2 $ 1,000 $ — $ — — % June 25, 2027 June 25, 2027 Revolving Facility 2018-3 750 — — 7.28 % December 11, 2028 December 11, 2028 Revolving Facility 2019-1 300 — — 7.24 % February 18, 2027 February 18, 2027 Revolving Facility 2019-2 300 — — 7.15 % October 2, 2026 October 1, 2027 Revolving Facility 2019-3 100 — — 7.28 % April 5, 2027 April 3, 2028 Asset-backed Senior Term Debt Facilities Term Debt Facility 2021-S1 400 — 100 6.03 % February 24, 2027 August 24, 2027 Term Debt Facility 2021-S2 52 52 — 3.57 % September 10, 2025 March 10, 2026 Term Debt Facility 2021-S3 1,000 — 625 3.75 % January 31, 2027 July 31, 2027 Total $ 3,902 $ 52 $ 725 Issuance Costs — (3) Carrying Value $ 52 $ 722 Asset-backed Mezzanine Term Debt Facilities Term Debt Facility 2020-M1 $ 3,000 $ — $ 200 12.12 % February 25, 2028 February 25, 2029 Term Debt Facility 2022-M1 $ 250 $ — $ 150 12.31 % January 31, 2027 November 1, 2027 Total $ 3,250 $ — $ 350 Issuance Costs (4) Carrying Value $ 346 Total Non-Recourse Asset-backed Debt $ 7,152 $ 52 $ 1,068 66 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table sets forth our results of operations for the years ended December 31, 2024 and 2023: Year Ended December 31, Change in (in millions, except percentages) 2024 2023 $ % Revenue $ 5,153 $ 6,946 $ (1,793) (26) % Cost of revenue 4,720 6,459 (1,739) (27) % Gross profit 433 487 (54) (11) % Operating expenses: Sales, marketing and operations 413 486 (73) (15) % General and administrative 182 206 (24) (12) % Technology and development 141 167 (26) (16) % Restructuring 17 14 3 21 % Total operating expenses 753 873 (120) (14) % Loss from operations (320) (386) 66 (17) % (Loss) gain on extinguishment of debt (2) 216 (218) N/M Interest expense (133) (211) 78 (37) % Other income-net 64 107 (43) (40) % Loss before income taxes (391) (274) (117) 43 % Income tax expense (1) (1) — — % Net loss $ (392) $ (275) $ (117) 43 % N/M - Not meaningful.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table sets forth our results of operations for the years ended December 31, 2024 and 2023: Year Ended December 31, Change in (in millions, except percentages) 2024 2023 $ % Revenue $ 5,153 $ 6,946 $ (1,793) (26) % Cost of revenue 4,720 6,459 (1,739) (27) % Gross profit 433 487 (54) (11) % Operating expenses: Sales, marketing and operations 413 486 (73) (15) % General and administrative 182 206 (24) (12) % Technology and development 141 167 (26) (16) % Restructuring 17 14 3 21 % Total operating expenses 753 873 (120) (14) % Loss from operations (320) (386) 66 (17) % (Loss) gain on extinguishment of debt (2) 216 (218) N/M Interest expense (133) (211) 78 (37) % Other income-net 64 107 (43) (40) % Loss before income taxes (391) (274) (117) 43 % Income tax expense (1) (1) — — % Net loss $ (392) $ (275) $ (117) 43 % N/M - Not meaningful.
Debt and Financing Arrangements Our financing activities include: short-term borrowings under our asset-backed senior revolving credit facilities; the issuance of long-term asset-backed senior term debt, asset-backed mezzanine term debt, and convertible debt; and new issuances of equity.
Debt and Financing Arrangements Our financing activities include: short-term borrowings under our asset-backed senior revolving credit facilities; the issuance of long-term asset-backed senior term debt, asset-backed mezzanine term debt, convertible debt, and new issuances of equity.
If the carrying amount for a given home is not expected to be recovered, an inventory valuation adjustment is recorded to cost of revenue and the home’s carrying value is adjusted to its net realizable value. Inventory valuation adjustments are not offset by any expected gains and are not reversed or adjusted should the expected net realizable value subsequently increase.
If the carrying amount for a given home is not expected to be recovered, an inventory valuation adjustment is recorded to cost of revenue and the home’s carrying value is adjusted to its net realizable value. Inventory valuation adjustments are not offset by any expected gains and are not reversed or adjusted should the expected net realizable value subsequently increase.
We also adjust the spreads embedded in our offers to respond to current market conditions, both at a macro and local level. (Spreads are defined as total discount to our home valuation at time of offer less the Opendoor service fee of 5%.) Real estate inventory is reviewed for valuation adjustments on a quarterly basis.
We also adjust the spreads embedded in our offers to respond to current market conditions, both at a macro and local level. (Spreads are defined as total discount to our home valuation at time of offer less the Opendoor service fee.) Real estate inventory is reviewed for valuation adjustments on a quarterly basis.
The revolving period end dates and final maturity dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. Certain of our asset-backed senior revolving credit facilities also have additional extension options that are subject to lender approval that are not reflected in the table above.
The revolving period end dates and final maturity dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. Certain of our asset-backed senior revolving credit facilities may also have additional extension options that are subject to lender approval that are not reflected in the table above.
(7) Represents holding costs incurred in prior periods on homes sold in the period presented. Adjusted Net Loss and Adjusted EBITDA We also present Adjusted Net Loss and Adjusted EBITDA, which are non-GAAP financial measures that management uses to assess our underlying financial performance.
(6) Represents holding costs incurred in the period presented on homes sold in the period presented. (7) Represents holding costs incurred in prior periods on homes sold in the period presented. Adjusted Net Loss and Adjusted EBITDA We also present Adjusted Net Loss and Adjusted EBITDA, which are non-GAAP financial measures that management uses to assess our underlying financial performance.
Factors Affecting our Business Performance Market Penetration in Existing Markets Residential real estate is one of the largest consumer markets in the United States, of which less than 1% of the estimated $1.7 trillion of home value transacted annually is conducted online.
Factors Affecting our Business Performance Market Penetration Residential real estate is one of the largest consumer markets in the United States, of which less than 1% of the estimated $1.7 trillion of home value transacted annually is conducted online.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5. Credit Facilities and Long-Term Debt ” for additional information regarding our debt and financing arrangements.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5. Credit Facilities, Long-Term Debt, and Convertible Notes ” for additional information regarding our debt and financing arrangements.
The decrease was partially offset by the $14 million gain from the deconsolidation of Mainstay. See “ Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 16. Deconsolidation” for additional information regarding the deconsolidation of Mainstay. 55 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
The decrease was partially offset by the $14 million gain from the deconsolidation of Mainstay. See “ Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 16. Deconsolidation” for additional information regarding the deconsolidation of Mainstay. 63 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
In some cases, the borrowing capacity amounts under the asset-backed senior revolving credit facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. As of December 31, 2024, we had committed borrowing capacity with respect to asset-backed senior revolving credit facilities of $400 million.
In some cases, the borrowing capacity amounts under the asset-backed senior revolving credit facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. As of December 31, 2025, we had committed borrowing capacity with respect to asset-backed senior revolving credit facilities of $400 million.
We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. 53 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. 59 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
The terms of our inventory financing facilities require an Opendoor subsidiary to comply with customary financial covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). As of December 31, 2024, the Company was in compliance with all financial covenants.
The terms of our inventory financing facilities require an Opendoor subsidiary to comply with customary financial covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). As of December 31, 2025, the Company was in compliance with all financial covenants.
The discussion should be read together with the historical audited annual consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023, and 2022. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.
The discussion should be read together with the historical audited annual consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024, and 2023. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.
Inventory Management Effectively managing our overall inventory position and balancing growth, margin, and risk are critical to our financial performance. Since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems, and will continue to do so.
Inventory Management Effectively managing our overall inventory position and balancing growth, margin, and risk are critical to our financial performance. Since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems, and expect to continue to do so.
Asset-backed Senior Term Debt Facilities We classify our senior term debt facilities as current or non-current liabilities in our consolidated balance sheets based on the applicable final maturity date. The carrying value of the non-current liabilities is reduced by issuance costs of $7 million.
Asset-backed Senior Term Debt Facilities We classify our senior term debt facilities as current or non-current liabilities in our consolidated balance sheets based on the applicable final maturity date. The carrying value of the non-current liabilities is reduced by issuance costs of $3 million.
The property purchase price is net of our service fee and represents the cash proceeds paid to the home seller. Real estate inventory is reviewed for valuation adjustments 64 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
The property purchase price is net of our service fee and represents the cash proceeds paid to the home seller. Real estate inventory is reviewed for valuation adjustments 70 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Adjusted EBITDA is a supplemental performance measure that our management uses to assess our operating performance and the operating leverage in our business. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue. 50 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Adjusted EBITDA is a supplemental performance measure that our management uses to assess our operating performance and the operating leverage in our business. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue. 56 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
As market conditions warrant, we may, from time to time, repurchase additional outstanding debt securities in the open market, in privately negotiated transactions, by tender offer, by exchange transaction or otherwise.
As market conditions warrant, we may, from time to time, repurchase our outstanding debt securities in the open market, in privately negotiated transactions, by tender offer, by exchange transaction or otherwise.
See “— Non-GAAP Financial Measures ” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures. 54 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
See “— Non-GAAP Financial Measures ” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures. 62 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Operating Expenses Sales, Marketing and Operations Expense Sales, marketing and operations expense consists primarily of broker commissions (paid to the home buyers’ real estate agents and third-party listing agents, if applicable), resale closing costs, holding costs related to real estate inventory including utilities, property taxes and maintenance, and expenses associated with product marketing, promotions and brand-building.
Operating Expenses Sales, Marketing and Operations Expense Sales, marketing and operations expense consists primarily of broker commissions (paid to the home buyers’ real estate agents and third-party listing agents, if applicable), resale closing costs, holding costs related to real estate inventory including property taxes, insurance, utilities, homeowners association dues and maintenance, and expenses associated with product marketing, promotions and brand-building.
We recorded inventory valuation adjustments of $57 million and $65 million during the years ended December 31, 2024 and 2023, respectively. See “— Critical Accounting Policies and Estimates — Real Estate Inventory” for a detailed discussion of inventory valuation adjustments.
We recorded inventory valuation adjustments of $57 million and $57 million during the years ended December 31, 2025 and 2024, respectively. See “— Critical Accounting Policies and Estimates — Real Estate Inventory” for a detailed discussion of inventory valuation adjustments.
It also excludes goodwill impairment. Adjusted Net Loss also aligns the timing of inventory valuation adjustments recorded under GAAP to the period in which the related revenue is recorded in order to improve the comparability of this measure to our non-GAAP financial measures of unit economics, as described above.
Adjusted Net Loss also aligns the timing of inventory valuation adjustments recorded under GAAP to the period in which the related revenue is recorded in order to improve the comparability of this measure to our non-GAAP financial measures of unit economics, as described above.
The borrowing capacity amounts under the asset-backed mezzanine term debt facilities as reflected in the table are not fully committed and any borrowing above the committed amounts are subject to the applicable lender’s discretion. As of December 31, 2024, we had committed borrowing capacity with respect to asset-backed mezzanine term debt facilities of $350 million.
The borrowing capacity amounts under the asset-backed mezzanine term debt facilities as reflected in the table are not fully committed and any borrowing above the committed amounts are subject to the applicable lender’s discretion. As of December 31, 2025, we had committed borrowing capacity with respect to asset-backed mezzanine term debt facilities of $450 million.
For the year ended December 31, 2023, cash provided by investing activities primarily consisted of a $80 million net decrease in marketable securities, partially offset by a $37 million increase in property and equipment principally related to the capitalization of internally developed software.
For the year ended December 31, 2023, cash provided by investing activities primarily consisted of a $80 million net decrease in marketable securities, partially offset by a $37 million increase in property and equipment principally related to the capitalization of IDSW.
For the year ended December 31, 2024, cash provided by investing activities primarily consisted of a $55 million decrease in marketable securities, partially offset by a $25 million increase in property and equipment principally related to the capitalization of internally developed software.
For the year ended December 31, 2024, cash provided by investing activities primarily consisted of a $55 million decrease in marketable securities, partially offset by a $25 million increase in property and equipment principally related to the capitalization of IDSW.
(3) Inventory valuation adjustment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented. (4) Represents selling costs incurred related to homes sold in the relevant period. This primarily includes broker commissions, external title and escrow-related fees and transfer taxes and are included in Sales, marketing and operations.
(3) Inventory valuation adjustment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented. (4) Represents selling costs incurred related to homes sold in the relevant period. This primarily includes broker commissions, external title and escrow-related fees and transfer taxes.
We view this metric as an important measure of business performance as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess home pricing, service fees and renovation performance for a specific resale cohort. 48 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
We view this metric as an important measure of business performance as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess home pricing, service fees and renovation performance for a specific resale cohort.
Our ability to service our debt and fund working capital, business operations and capital expenditures will depend on our ability to generate cash from operating activities, which is subject to our future operating success, and ability to obtain inventory acquisition financing on reasonable terms, which is subject to factors beyond our control, including potential economic recession, rising interest rates, inflation and general economic, political and financial market conditions. 58 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Our ability to service our debt and fund working capital, business operations and capital expenditures will depend on our ability to generate cash from operating activities, which is subject to our future operating success, and ability to obtain inventory acquisition financing on reasonable terms, which is subject to factors beyond our control, including potential economic recession, rising interest rates, inflation and general economic, political and financial market conditions.
As of December 31, 2024, such homes represented 46% of our portfolio, compared to 25% for the broader market when filtered for the types of homes we are able to underwrite and acquire based on characteristics such as market, price range, home type, home location, year built and lot size (which we refer to as our “buybox”).
As of December 31, 2025, such homes represented 33% of our portfolio, compared to 37% for the broader market when filtered for the types of homes we are able to underwrite and acquire based on characteristics such as market, price range, home type, home location, year built and lot size (which we refer to as our “buybox”).
Our asset-backed facilities are each collateralized by a specified pool of assets, consisting of real estate inventory, restricted cash and equity interests in certain consolidated subsidiaries of Opendoor that directly or indirectly own our real estate inventory.
Our asset-backed facilities are each collateralized by a specified pool of assets, consisting of real estate inventory, restricted cash and equity interests in certain consolidated subsidiaries of Opendoor that directly or indirectly own our real 65 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
For the year ended December 31, 2023, cash used in financing activities was primarily attributable to $2.3 billion net principal payments on non-recourse asset-backed debt, as well as $362 million related to the partial repurchase of the 2026 Notes.
For the year ended December 31, 2023, cash used in financing activities was primarily attributable to $2.3 billion net principal payments on non-recourse asset-backed debt, as well as $362 million related to the partial repurchase of the 2026 Notes. 69 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Special Purpose Entities The Company has established certain special purpose entities (“SPEs”) for the purpose of financing the Company’s purchase and renovation of real estate inventory through the issuance of asset-backed debt. The Company is the primary beneficiary of the various variable interest entities (“VIE”) within these financing structures and consolidates these VIEs. See “ Part II – Item 8.
Special Purpose Entities The Company has established certain special purpose entities (“SPEs”) for the purpose of financing the Company’s purchase and renovation of real estate inventory through the issuance of asset-backed debt. The Company is the primary beneficiary of the various variable interest entities (“VIE”) within these financing structures and consolidates these VIEs.
In May 2024, the Company entered into an at-the-market equity offering sales agreement (the “ATM Agreement”) with Barclays Capital Inc. and Virtu Americas LLC, as sales agents (the "Agents"), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock having an aggregate offering price of up to $200 million.
In May 2024, the Company entered into the ATM Agreement with Barclays Capital Inc. and Virtu Americas LLC, as sales agents (the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock having an aggregate offering price of up to $200 million.
We believe our cash, cash equivalents, and marketable securities, together with cash we expect to generate from future operations and borrowings, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this Annual Report on Form 10-K.
Our working capital requirements may increase should our inventory balance increase. We believe our cash and cash equivalents, together with cash we expect to generate from future operations and borrowings, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this Annual Report on Form 10-K.
Description of Business and Accounting Policies” . 65 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Description of Business and Accounting Policies” . 71 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) Cash Flows The following table summarizes our cash flows for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, (in millions) 2024 2023 2022 Net cash (used in) provided by operating activities $ (595) $ 2,344 $ 730 Net cash provided by investing activities $ 28 $ 44 $ 234 Net cash used in financing activities $ (210) $ (2,639) $ (1,751) Net decrease in cash, cash equivalents, and restricted cash $ (777) $ (251) $ (787) Net Cash (Used in) Provided by Operating Activities Net cash (used in) provided by operating activities was $(595) million, $2.3 billion and $730 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) Cash Flows The following table summarizes our cash flows for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, (in millions) 2025 2024 2023 Net cash provided by (used in) operating activities $ 1,049 $ (595) $ 2,344 Net cash (used in) provided by investing activities $ (12) $ 28 $ 44 Net cash used in financing activities $ (499) $ (210) $ (2,639) Net increase (decrease) in cash, cash equivalents, and restricted cash $ 538 $ (777) $ (251) Net Cash Provided by (Used in) Operating Activities Net cash provided by (used in) operating activities was $1.0 billion, $(595) million and $2.3 billion for the years ended December 31, 2025, 2024 and 2023, respectively.
It excludes expenses that are not directly related to our revenue-generating operations such as restructuring and legal contingency accruals.
It excludes expenses that are not directly related to our revenue-generating operations such as restructuring, legal contingency accruals, and CEO make-whole provision.
In general, we expect our financial results and working capital requirements to reflect seasonal variations over time. However, other factors, including growth, market expansion and changes in macroeconomic conditions, such as rising inflation and interest rate increases, have obscured the impact of seasonality in our historical financials and we expect may continue to do so.
In general, we expect our financial results and working capital requirements to reflect seasonal variations over time. However, other factors, including growth, market expansion and changes in macroeconomic conditions, such as inflation and interest rate fluctuations, have obscured the impact of seasonality in our historical financials and may continue to do so. 53 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
General and Administrative Expense General and administrative expense consists primarily of headcount expenses, including salaries, benefits and stock-based compensation for our executive, finance, human resources, legal and administrative personnel, third-party professional services fees and rent expense.
General and Administrative Expense General and administrative expense consists primarily of headcount expenses, including salaries, benefits and stock-based compensation for our executive, finance, human resources, legal and administrative personnel, third-party professional services fees and rent expense. 58 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
(2) The Company’s consolidated Other Current Liabilities include the following liabilities as shown in the Consolidated Balance Sheets: Accounts Payable and Other Accrued Liabilities, $92 million; Interest Payable, $3 million; and Lease Liabilities – Current, $2 million. 62 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
(2) The Company’s consolidated Other Current Liabilities include the following liabilities as shown in the Consolidated Balance Sheets: Accounts Payable and Other Accrued Liabilities, $80 million; Interest Payable, $1 million; and Lease Liabilities – Current, $1 million. 68 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Contribution Margin is Contribution Profit (Loss) as a percentage of revenue. We view this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit (Loss) helps management assess inflows and outflows directly associated with a specific resale cohort.
We view this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit (Loss) helps management assess inflows and outflows directly associated with a specific resale cohort. 54 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
It excludes loss (gain) on extinguishment of debt as these expenses or gains were incurred as a result of decisions made by management to repay portions of our outstanding credit facilities and the 0.25% convertible senior notes due in 2026 (the "2026 Notes") early; these expenses are not reflective of ongoing operating results and vary in frequency and amount.
It also excludes loss (gain) on extinguishment of debt as these expenses or gains were incurred as a result of decisions made by management to terminate or partially extinguish portions of our outstanding credit facilities or convertible senior notes early; these expenses are not reflective of ongoing operating results and vary in frequency and amount.
As of December 31, 2024, the Company had total outstanding balances on our asset-backed debt of $1.9 billion and aggregate principal outstanding from convertible senior notes of $381 million. In addition, we had undrawn borrowing capacity of $5 billion under our non-recourse asset-backed debt facilities (as described further below), of which $218 million was committed.
As of December 31, 2025, the Company had total outstanding balances on our asset-backed debt of $1.1 billion and aggregate principal outstanding from convertible senior notes of $197 million. In addition, we had undrawn borrowing capacity of $6.0 billion under our non-recourse asset-backed debt facilities (as described further below), of which $500 million was committed.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) The following table presents a reconciliation of our Adjusted Net Loss and Adjusted EBITDA to our net loss, which is the most directly comparable GAAP measure, for the periods indicated: Year Ended December 31, (in millions, except percentages) 2024 2023 2022 Revenue (GAAP) $ 5,153 $ 6,946 $ 15,567 Net loss (GAAP) $ (392) $ (275) $ (1,353) Adjustments: Stock-based compensation 114 126 171 Equity securities fair value adjustment (1) 7 1 35 Intangibles amortization expense (2) 4 7 9 Inventory valuation adjustment – Current Period (3)(4) 25 23 458 Inventory valuation adjustment – Prior Periods (3)(5) (26) (455) (39) Restructuring (6) 17 14 17 Loss (gain) on extinguishment of debt 2 (216) 25 Goodwill impairment — — 60 Legal contingency accrual and related expenses 5 — 46 Other (7) (14) (3) (3) Adjusted Net Loss $ (258) $ (778) $ (574) Adjustments: Depreciation and amortization, excluding amortization of intangibles 35 45 41 Property financing (8) 116 174 329 Other interest expense (9) 17 37 56 Interest income (10) (53) (106) (22) Income tax expense 1 1 2 Adjusted EBITDA $ (142) $ (627) $ (168) Adjusted EBITDA Margin (2.8) % (9.0) % (1.1) % ________________ (1) Represents the gains and losses on certain financial instruments, which are marked to fair value at the end of each period.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) The following table presents a reconciliation of our Adjusted Net Loss and Adjusted EBITDA to our net loss, which is the most directly comparable GAAP measure, for the periods indicated: Year Ended December 31, (in millions, except percentages) 2025 2024 2023 Revenue (GAAP) $ 4,371 $ 5,153 $ 6,946 Net loss (GAAP) $ (1,300) $ (392) $ (275) Adjustments: Stock-based compensation 56 114 126 Stock-based compensation for market condition RSUs 103 — — Equity securities fair value adjustment (1) 3 7 1 Intangibles amortization expense (2) — 4 7 Amortization of stock-based compensation capitalized to IDSW (3) 14 — — Inventory valuation adjustment – Current Period (4)(5) 19 25 23 Inventory valuation adjustment – Prior Periods (4)(6) (25) (26) (455) Restructuring (7) 10 17 14 CEO make-whole provision (8) 5 — — Loss (gain) on extinguishment of debt 924 2 (216) Legal contingency accrual and related expenses — 5 — Other (9) (4) (14) (3) Adjusted Net Loss $ (195) $ (258) $ (778) Adjustments: Depreciation and amortization, excluding amortization of intangibles 20 35 45 Property financing (10) 102 116 174 Other interest expense (11) 29 17 37 Interest income (12) (39) (53) (106) Income tax expense — 1 1 Adjusted EBITDA $ (83) $ (142) $ (627) Adjusted EBITDA Margin (1.9) % (2.8) % (9.0) % ________________ (1) Represents the gains and losses on certain financial instruments, which are marked to fair value at the end of each period.
Income Tax Expense We record income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities.
Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities.
Credit Facilities and Long-Term Debt—Convertible Senior Notes” for additional information regarding the 2026 Notes. Interest Expense Interest expense consists primarily of interest paid or payable and the amortization of debt discounts and debt issuance costs.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5. Credit Facilities, Long-Term Debt, and Convertible Notes” for additional information regarding the convertible senior notes. Interest Expense Interest expense consists primarily of interest paid or payable and the amortization of debt discounts and debt issuance costs.
In some cases, the borrowing capacity amounts under the asset-backed senior term debt facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion.
In some cases, the borrowing capacity amounts under the asset-backed senior term debt facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. As of December 31, 2025, we had committed borrowing capacity with respect to asset-backed senior term debt facilities of $777 million.
The following table presents a reconciliation of our Adjusted Gross Profit and Contribution Profit to our gross profit, which is the most directly comparable GAAP measure, for the periods indicated: Year Ended December 31, (in millions, except percentages) 2024 2023 2022 Revenue (GAAP) $ 5,153 $ 6,946 $ 15,567 Gross profit (GAAP) $ 433 $ 487 $ 667 Gross Margin 8.4 % 7.0 % 4.3 % Adjustments: Inventory valuation adjustment – Current Period (1)(2) 25 23 458 Inventory valuation adjustment – Prior Periods (1)(3) (26) (455) (39) Adjusted Gross Profit $ 432 $ 55 $ 1,086 Adjusted Gross Margin 8.4 % 0.8 % 7.0 % Adjustments: Direct selling costs (4) (132) (197) (414) Holding costs on sales – Current Period (5)(6) (44) (50) (109) Holding costs on sales – Prior Periods (5)(7) (14) (66) (38) Contribution Profit (Loss) $ 242 $ (258) $ 525 Contribution Margin 4.7 % (3.7) % 3.4 % ________________ (1) Inventory valuation adjustment includes adjustments to record real estate inventory at the lower of its carrying amount or its net realizable value.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) The following table presents a reconciliation of our Adjusted Gross Profit and Contribution Profit to our gross profit, which is the most directly comparable GAAP measure, for the periods indicated: Year Ended December 31, (in millions, except percentages) 2025 2024 2023 Revenue (GAAP) $ 4,371 $ 5,153 $ 6,946 Gross profit (GAAP) $ 350 $ 433 $ 487 Gross Margin 8.0 % 8.4 % 7.0 % Adjustments: Inventory valuation adjustment – Current Period (1)(2) 19 25 23 Inventory valuation adjustment – Prior Periods (1)(3) (25) (26) (455) Adjusted Gross Profit $ 344 $ 432 $ 55 Adjusted Gross Margin 7.9 % 8.4 % 0.8 % Adjustments: Direct selling costs (4) (123) (132) (197) Holding costs on sales – Current Period (5)(6) (47) (44) (50) Holding costs on sales – Prior Periods (5)(7) (24) (14) (66) Contribution Profit (Loss) $ 150 $ 242 $ (258) Contribution Margin 3.4 % 4.7 % (3.7) % ________________ (1) Inventory valuation adjustment includes adjustments to record real estate inventory at the lower of its carrying amount or its net realizable value.
Net Cash Used in Financing Activities Net cash used in financing activities was $(210) million, $(2.6) billion and $(1.8) billion for the years ended December 31, 2024, 2023 and 2022, respectively. For the year ended December 31, 2024, cash used in financing activities was primarily attributable to $217 million net principal payments on non-recourse asset-backed debt.
For the year ended December 31, 2024, cash used in financing activities was primarily attributable to $217 million net principal payments on non-recourse asset-backed debt.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) Our working capital requirements may increase should our inventory balance increase.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) estate inventory.
The decrease in our restricted cash balance of $449 million as compared to December 31, 2023 was primarily a result of the increase in real estate inventory and $217 million net principal payments on non-recourse asset-backed debt.
The increase in our restricted cash balance of $247 million as compared to December 31, 2024 was primarily due to capital released as a result of a decrease in real estate inventory partially offset by $805 million net principal payments on non-recourse asset-backed debt.
(5) Holding costs include mainly property taxes, insurance, utilities, homeowners association dues, cleaning and maintenance costs. Holding costs are included in Sales, marketing, and operations on the Consolidated Statements of Operations. (6) Represents holding costs incurred in the period presented on homes sold in the period presented.
Selling costs are included in Sales, marketing and operations on the Consolidated Statements of Operations. (5) Holding costs primarily include property taxes, insurance, utilities, homeowners association dues and maintenance costs. Holding costs are included in Sales, marketing, and operations on the Consolidated Statements of Operations.
(6) Restructuring costs consist primarily of severance and employee termination benefits and bonuses incurred in connection with the elimination of employees’ roles. Additionally, these costs include expenses related to the termination of certain non-cancelable leases and consulting fees incurred during the restructuring process.
(7) Restructuring costs consist primarily of severance and employee termination benefits and bonuses incurred in connection with the elimination of employees’ roles, consulting fees and expenses related to the termination of certain leases incurred during the restructuring process. 57 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
(4) Inventory valuation adjustment — Current Period is the inventory valuation adjustments recorded during the period presented associated with homes that remain in inventory at period end. (5) Inventory valuation adjustment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.
(6) Inventory valuation adjustment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.
Non-GAAP Financial Measures In addition to our results of operations below, we report certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”).
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) Non-GAAP Financial Measures In addition to our results of operations below, we report certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”).
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Forward-Looking Statements,” “Risk Factors,” or in other parts of this Annual Report on Form 10-K. Overview Opendoor’s mission is to power life’s progress, one move at a time.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Forward-Looking Statements,” “Risk Factors,” or in other parts of this Annual Report on Form 10-K. Overview Opendoor’s mission is to tilt the world in favor of homeowners, by making homeownership simpler, faster, and fairer for everyone.
Financial Highlights and Operating Metrics Year Ended December 31, (in millions, except percentages, homes purchased, homes sold, number of markets, and homes in inventory) 2024 2023 2022 2023 to 2024 Change 2022 to 2023 Change Revenue $ 5,153 $ 6,946 $ 15,567 $ (1,793) $ (8,621) Gross profit $ 433 $ 487 $ 667 $ (54) $ (180) Gross margin 8.4 % 7.0 % 4.3 % Net loss $ (392) $ (275) $ (1,353) $ (117) $ 1,078 Number of markets (at period end) 50 50 53 — (3) Homes sold 13,593 18,708 39,183 (5,115) (20,475) Homes purchased 14,684 11,246 34,962 3,438 (23,716) Homes in inventory (at period end) 6,417 5,326 12,788 1,091 (7,462) Inventory (at period end) $ 2,159 $ 1,775 $ 4,460 $ 384 $ (2,685) Percentage of homes “on the market” for greater than 120 days (at period end) 46 % 18 % 55 % Non-GAAP Financial Highlights (1) Contribution Profit (Loss) $ 242 $ (258) $ 525 $ 500 $ (783) Contribution Margin 4.7 % (3.7) % 3.4 % Adjusted EBITDA $ (142) $ (627) $ (168) $ 485 $ (459) Adjusted EBITDA Margin (2.8) % (9.0) % (1.1) % Adjusted Net Loss $ (258) $ (778) $ (574) $ 520 $ (204) ________________ (1) See “— Non-GAAP Financial Measures ” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.
Financial Highlights and Operating Metrics Year Ended December 31, (in millions, except percentages, homes purchased, homes sold, number of markets, and homes in inventory) 2025 2024 2023 2024 to 2025 Change 2023 to 2024 Change Revenue $ 4,371 $ 5,153 $ 6,946 $ (782) $ (1,793) Gross profit $ 350 $ 433 $ 487 $ (83) $ (54) Gross margin 8.0 % 8.4 % 7.0 % Net loss $ (1,300) $ (392) $ (275) $ (908) $ (117) Homes sold 11,791 13,593 18,708 (1,802) (5,115) Homes purchased 8,241 14,684 11,246 (6,443) 3,438 Homes in inventory (at period end) 2,867 6,417 5,326 (3,550) 1,091 Inventory (at period end) $ 925 $ 2,159 $ 1,775 $ (1,234) $ 384 Percentage of homes “on the market” for greater than 120 days (at period end) 33 % 46 % 18 % Non-GAAP Financial Highlights (1) Contribution Profit (Loss) $ 150 $ 242 $ (258) $ (92) $ 500 Contribution Margin 3.4 % 4.7 % (3.7) % Adjusted EBITDA $ (83) $ (142) $ (627) $ 59 $ 485 Adjusted EBITDA Margin (1.9) % (2.8) % (9.0) % Adjusted Net Loss $ (195) $ (258) $ (778) $ 63 $ 520 ________________ (1) See “— Non-GAAP Financial Measures ” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.
These measures are also commonly used by investors and analysts to compare the underlying performance of companies in our industry. We believe these measures provide investors with 49 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
These measures are also commonly used by investors and analysts to compare the underlying performance of companies in our industry.
Components of Our Results of Operations Revenue We generate the majority of our revenue from the sale of homes that we previously acquired from homeowners. In addition, we generate revenue from additional services we provide to both home sellers and buyers, which consists primarily of title insurance and escrow services and brokerage services.
In addition, we generate revenue from additional services we provide to both home sellers and buyers, which consists primarily of title insurance and escrow services and brokerage services.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) mezzanine term debt facilities, to finance our home acquisitions.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) gross margin.
We have relationships with two of the largest online real estate platforms, Zillow and Redfin, which together reach millions of unique monthly visitors. We launched our partnership with Zillow, Inc. in early 2023, allowing home sellers on the Zillow, Inc. platform to request an offer directly from Opendoor.
Partnership channels with homebuilders, agents, and online real estate platforms are an important source of leads for our business. We have relationships with two of the largest online real estate platforms, Zillow and Redfin, which together reach millions of unique monthly visitors and allow home sellers to request an offer directly from Opendoor.
For homes under resale contract, the net realizable value is the contract price less expected selling costs and any expected concessions. For all other homes, the net realizable value is our internal projection price less expected selling costs.
For homes under resale contract, the net realizable value is the contract price less expected selling costs and any expected concessions. For homes listed for sale and not under resale contract, net realizable value is management’s forecasted resale price, less expected selling costs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) incurred during the restructuring process. See “ Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 20. Restructuring” for additional information regarding restructuring expenses.
See 67 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) “ Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 4.
At times, we may be required to keep amounts in restricted cash accounts to collateralize our asset-backed term debt facilities if the property borrowing base is insufficient to satisfy the borrowing base requirements.
We would be required to keep amounts in restricted cash accounts to collateralize our asset-backed term debt facilities if the property borrowing base is insufficient to satisfy the borrowing base requirements or if the value of the assets of a certain Opendoor subsidiary declines below certain levels.
Certain of our asset-backed senior term debt facilities also have additional extension options that are subject to lender approval that are not reflected in the table above.
The withdrawal period end dates and final maturity dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. Certain of our asset-backed senior term debt facilities may also have additional extension options that are subject to lender approval that are not reflected in the table above.
The table below summarizes certain details related to our 2026 Notes (in millions), as of December 31, 2024, which includes certain repurchases: December 31, 2024 Remaining Aggregate Principal Amount Unamortized Debt Issuance Costs Net Carrying Amount 2026 Notes $ 381 $ (3) $ 378 See “ Part II – Item 8.
The table below summarizes certain details related to our Convertible Senior Notes (in millions), as of December 31, 2025: December 31, 2025 Remaining Aggregate Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount 2026 Notes $ 135 $ — $ 135 2030 Notes 62 (4) 58 Total Convertible Senior Notes $ 197 $ (4) $ 193 See “ Part II – Item 8.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) meaningful period over period comparisons of our underlying performance, adjusted for certain charges that are non-cash, not directly related to our revenue-generating operations, not aligned to related revenue, or not reflective of ongoing operating results that vary in frequency and amount.
We believe these measures provide investors with meaningful period over period comparisons of our underlying performance, adjusted for certain charges that are non-cash, not directly related to our revenue-generating operations, not aligned to related revenue, or not reflective of ongoing operating results that vary in frequency and amount.
We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is net loss. Adjusted Net Loss We calculate Adjusted Net Loss as GAAP net loss adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, and intangibles amortization expense.
Adjusted Net Loss We calculate Adjusted Net Loss as GAAP net loss adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, intangibles amortization expense, and the amortization of stock-based compensation capitalized to internally developed software (“IDSW”).
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted) Contribution Profit / Margin We calculate Contribution Profit (Loss) as Adjusted Gross Profit, minus certain costs incurred on homes sold during the current period including: (1) holding costs incurred in the current period, (2) holding costs incurred in prior periods, and (3) direct selling costs.
Contribution Profit / Margin We calculate Contribution Profit (Loss) as Adjusted Gross Profit, minus certain costs incurred on homes sold during the current period including: (1) holding costs incurred in the current period, (2) holding costs incurred in prior periods, and (3) direct selling costs. Contribution Margin is Contribution Profit (Loss) as a percentage of revenue.
We sold 18,708 homes during the year ended December 31, 2023, compared to 39,183 homes during the year ended December 31, 2022, representing a decrease of 52%. Revenue per home sold decreased 7% between the same periods.
We sold 11,791 homes during the year ended December 31, 2025, compared to 13,593 homes during the year ended December 31, 2024, representing a decrease of 13%. Revenue per home sold decreased 2% between the same periods.
Given the fact that we operate in a highly fragmented industry and offer a differentiated value proposition to the traditional offline selling process, we believe there is significant opportunity to expand our share in our existing markets.
Given the fact that we operate in a highly fragmented industry and offer a differentiated value proposition to the traditional offline selling process, we believe there is significant opportunity to expand our market share. By providing a consistent, high-quality and differentiated experience to our customers, we hope to continue to drive positive word-of-mouth awareness and trust in our platform.
For the year ended December 31, 2022, cash provided by operating activities was primarily driven by an $896 million decrease in real estate inventory. Net Cash Provided by Investing Activities Net cash provided by investing activities was $28 million, $44 million and $234 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Net Cash (Used in) Provided by Investing Activities Net cash (used in) provided by investing activities was $(12) million, $28 million and $44 million for the years ended December 31, 2025, 2024 and 2023, respectively.
(2) Represents amortization of acquisition-related intangible assets. The acquired intangible assets had useful lives ranging from 1 to 5 years and amortization was expected until the intangible assets were fully amortized in 2024. (3) Inventory valuation adjustment includes adjustments to record real estate inventory at the lower of its carrying amount or its net realizable value.
(2) Represents amortization of acquisition-related intangible assets. The acquired intangible assets had useful lives ranging from 1 to 5 years and amortization was incurred until the intangible assets were fully amortized in 2024.
Below is a table that shows our material contractual obligations as of December 31, 2024: Payment Due by Year (in millions) Total Less than 1 year 1 – 3 years 4 – 5 years More than 5 years Senior revolving credit facilities (1) $ 186 $ 186 $ — $ — $ — Senior and mezzanine term debt facilities (2) 1,903 337 1,566 — Convertible senior notes (3) 383 1 382 — — Operating leases (4) 21 4 7 7 3 Purchase commitments (5) 589 589 — — — Total $ 3,082 $ 1,117 $ 1,955 $ 7 $ 3 ________________ (1) Represents the principal amounts outstanding as of December 31, 2024.
Below is a table that shows our material contractual obligations as of December 31, 2025: Payment Due by Year (in millions) Total Less than 1 year 1 – 3 years 4 – 5 years More than 5 years Senior and mezzanine term debt facilities (1) $ 1,288 $ 126 $ 958 $ 204 $ — Convertible senior notes (2) 202 202 — — — Operating leases (3) 9 2 4 3 — Purchase commitments (4) 248 248 — — — Total $ 1,747 $ 578 $ 962 $ 207 $ — ________________ (1) Represents the principal amounts outstanding as of December 31, 2025 and estimated interest payments assuming the principal balances remain outstanding until maturity.
(2) Represents the principal amounts outstanding as of December 31, 2024 and estimated interest payments assuming the principal balances remain outstanding until maturity. The final maturity dates of the senior and mezzanine term debt facilities vary, as discussed above.
The final maturity dates of the senior and mezzanine term debt facilities vary, as discussed above. (2) Represents the principal amounts outstanding and interest payments for the 2026 Notes through maturity and the principal amounts outstanding for the 2030 Notes assuming conversion within one year (noteholders may convert through March 31, 2026).
Revenue Revenue decreased by $8.6 billion, or 55%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The decrease in revenue was primarily attributable to lower sales volumes as well as lower revenue per home.
Revenue Revenue decreased by $782 million, or 15%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease in revenue was primarily attributable to lower sales volumes during the year ended December 31, 2025.
Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures. See “— Non-GAAP Financial Measures ” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures. Operating Expenses Sales, Marketing and Operations .
See “— Non-GAAP Financial Measures ” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures. Operating Expenses Sales, Marketing and Operations . Sales, marketing and operations decreased by $103 million, or 25%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Contribution Margin is a non-GAAP financial measure. See “— Non-GAAP Financial Measures ” for further details and a reconciliation of Contribution Margin to gross margin.
Unit Economics We view Contribution Margin as a key measure of unit economic performance. Contribution Margin is a non-GAAP financial measure. See “— Non-GAAP Financial Measures ” for further details and a reconciliation of Contribution Margin to 52 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
The decrease in revenue per home sold was primarily attributed to a slowdown in home price appreciation (“HPA”). Cost of Revenue and Gross Profit Cost of revenue decreased by $8.4 billion, or 57%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Cost of Revenue and Gross Profit Cost of revenue decreased by $699 million, or 15%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease in cost of revenue was primarily attributable to lower sales volumes and a 2% decrease in cost of revenue per home sold.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur inability to do so could harm our business, results of operations, and financial condition.
Biggest changeOur inability to do so could harm our business, results of operations, and financial condition. In response to persistent inflationary pressures in the U.S., the Federal Reserve implemented a number of increases to the federal funds rate in 2022 and 2023.
As of December 31, 2024, we had total outstanding balances on our asset-backed debt of $1.9 billion, 91% of which was based on a fixed rate with an average duration of 1.8 years and the remaining 9% of which was based on a floating rate.
As of December 31, 2025, we had total outstanding balances on our asset-backed debt of $1.1 billion, 91% of which was based on a fixed rate with an average duration of 1.8 years and the remaining 9% of which was based on a floating rate.
Assuming no change in the outstanding borrowings on our credit facilities, we estimate that a one percentage point increase in applicable benchmark rates would increase our annual interest expense by approximately $2 million as of December 31, 2024.
Assuming no change in the outstanding borrowings on our credit facilities, we estimate that a one percentage point increase in applicable benchmark rates would increase our annual interest expense by approximately $1 million as of December 31, 2025.
We may use interest rate cap derivatives, interest rate swaps, or other interest rate hedging instruments to economically hedge and manage interest rate risk with respect to our variable floating rate debt. Many of our floating rate debt facilities also have benchmark rate floors.
We may use interest rate cap derivatives, interest rate swaps, or other interest rate hedging instruments to economically hedge and manage interest rate risk with respect to our variable floating rate debt. Many of our floating rate debt facilities also have benchmark rate floors. See “ Part II – Item 8.
Total property financing interest expense for the year ended December 31, 2024 was $116 million, of which $105 million was fixed and $11 million was floating. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense.
Total property financing interest expense for the year ended December 31, 2025 was $102 million, of which $89 million was fixed and $13 million was floating. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Current Housing Environment” for a discussion of the impact of the increased federal funds rate on mortgage interest rates and our business. 66 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Current Housing Environment ” for a further discussion of the impact of the elevated federal funds rate on our business. 72 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC.
Moreover, the current U.S. presidential administration has implemented tariffs on imports from Canada, Mexico, and China, and has promoted plans for potential tariffs on goods from other countries and to pursue other trade policies intended to restrict imports, which may further increase the cost of materials for home repairs.
Moreover, the current U.S. presidential administration has implemented tariffs on imports from a number of countries, and has proposed or announced tariffs on goods from numerous additional countries and other trade policies intended to restrict imports, which may further increase the cost and the scarcity of materials used for home repairs.
As of December 31, 2023, 100% of our outstanding borrowings were at a fixed rate and did not utilize floating benchmark reference rates. Inflation Risk We believe the inflation experienced in recent years has impacted the cost of goods and services that we consume, such as labor and materials costs for home repairs.
Inflation Risk We believe the inflation experienced in recent years has impacted the cost of goods and services that we consume, such as labor and materials costs for home repairs.
Removed
In response to ongoing inflationary pressures in the U.S., the Federal Reserve implemented a number of increases to the federal funds rate since 2022, which, despite the Federal Reserve’s 50 basis point cut in September 2024 and 25 basis point cuts in November and December 2024, remains elevated compared to historical levels. See “Part I – Item 2.
Added
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5. Credit Facilities, Long-Term Debt, and Convertible Notes ” for additional information regarding our inventory financing facilities and fixed and floating interest rates.
Added
Despite the Federal Reserve’s rate reductions in 2024 and 2025, the federal funds rate remains elevated compared to recent historical levels. Higher interest rates contribute to increased mortgage rates, which reduce home affordability and can lead to lower transaction volumes, extended holding periods, and increased holding and financing costs for our owned inventory. See “ Part II – Item 7.

Other OPENZ 10-K year-over-year comparisons