Opendoor Technologies Inc美股招股说明书(2025-11-06版)

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectusis not complete and may be changed. A registration statement relating to the securities hasbecome effective under the Securities Act of 1933, as amended. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities and arenot soliciting offers to buy these securities in any jurisdiction where the offer or sale is notpermitted. Filed Pursuant to Rule 424(b)(5)Registration No. 333-279080 Preliminary Prospectus Supplement(To Prospectus dated May2, 2024) shares COMMON STOCK We are offeringshares of our common stock as described herein, in a registered direct offering to a limitednumber of purchasers pursuant to this prospectus supplement and the accompanying prospectus at a price of$per share, which will be equal to the closing price per share of our common stock as reported by Nasdaqon the date of this prospectus supplement. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “OPEN.” OnNovember 4, 2025, the last reported sale price of our common stock on Nasdaq was $6.92 per share. Investing in our common stock involves risks. See “Risk Factors” on page S-9of this prospectus supplementand any other risk factors included in the accompanying prospectus and in the documents incorporated byreference in this prospectus supplement or the accompanying prospectus for a discussion of the factors youshould carefully consider before deciding to purchase shares of our common stock. Per ShareTotalRegistered direct offering price$$Proceeds to Opendoor Technologies Inc., before expenses$$ We expect to deliver the shares of our common stock to purchasers on or about November 13, 2025, which willbe the fifth trading day following the initial trade date for the shares of our common stock offered hereby (thissettlement cycle being referred to as “T+5”). Under Rule15c6-1 under the Securities Exchange Act of 1934, asamended (the “Exchange Act”), trades in the secondary market generally are required to settle in one businessday, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to tradeshares prior to the business day preceding the settlement date will be required, by virtue of the fact that the sharesinitially will settle T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failedsettlement. Purchasers of the shares who wish to trade the shares prior to the business day preceding thesettlement date should consult their own advisors. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved these securities or determined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-9USE OF PROCEEDSS-10PLAN OF DISTRIBUTIONS-11LEGAL MATTERSS-12EXPERTSS-12WHERE YOU CAN FIND MORE INFORMATION; INFORMATION INCORPORATED BYREFERENCES-13 Prospectus PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE3THE COMPANY4RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES10DESCRIPTION OF OTHER SECURITIES17GLOBAL SECURITIES18PLAN OF DISTRIBUTION22LEGAL MATTERS23EXPERTS23 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also supplements and updates information contained in the accompanying prospectus andthe documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Thesecond part is the accompanying prospectus, which provides more general information, some of which may notapply to this offering. If the information contained or incorporated by reference in this prospectus supplement differsor varies from the information contained in the accompanying prospectus or in any document incorporated byreference that was filed with the U.S. Securities and Exchange Commission (the “SEC”), before the date of thisprospectus supplement, you should rely on the information set forth in this prospectus supplement. In general, whenwe refer to the prospectus, we are referring to both the prospectus supplement and the accompanying prospectuscombined. We have not authorized anyone to provide any information other than that contained in or incorporated byreference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus preparedby or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assuranceas to the reliability