Opendoor Technologies Inc美股市值招股说明书(2025-11-21版)

COMMON STOCK This prospectus supplement relates to the issuance and sale of up to 99,295,146 shares of our common stock(“Common Stock”) by us, upon the exercise of warrants issued by us on November 21, 2025, as a distribution toall holders of the shares of Common Stock and our 7.000% Convertible Senior Notes due 2030 (the “2030Convertible Notes”) on the Record Date (as defined below) (each a “Warrant” and, collectively, the “Warrants”). Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “OPEN.”OnNovember 20, 2025, the last reported sale price of our Common Stock on Nasdaq was $6.16 per share. Our Board of Directors declared a distribution (the “Warrant Distribution”) of three series of transferable Warrantsat no charge to all of our stockholders of record and holders of record of the 2030 Convertible Notes as ofNovember18, 2025 (the “Record Date”). We distributed on November 21, 2025 (the “Distribution Date”),(i)oneSeriesK Warrant for every 30 shares of Common Stock (the “Series K Warrants”), (ii) one SeriesAWarrant for every 30 shares of Common Stock (the “Series A Warrants”) and (iii) one SeriesZ Warrant for every30 shares of Common Stock (the “Series Z Warrants” and, together with the SeriesK Warrants and the SeriesAWarrants, the “Warrants”). Holders (“other eligible recipients”) of the 2030 Convertible Notes also received, at thesame time and on the same terms as holders of Common Stock, each series of Warrants without having to convertsuch other eligible recipient’s 2030 Convertible Notes as if such other eligible recipient held a number of shares ofCommon Stock equal to the product of (i) the Conversion Rate (as defined in the indenture for the 2030Convertible Notes) in effect on the Record Date (defined below); and (ii) the aggregate principal amount(expressed in thousands) of 2030 Convertible Notes held by such other eligible recipient on such date. Each Warrant will initially entitle the holder thereof to purchase, at the holder’s sole and exclusive election, at acash exercise price of $9.00 per SeriesK Warrant, $13.00 per SeriesA Warrant and $17.00 per SeriesZ Warrant,one share of Common Stock. The Warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on November20, 2026(the“Scheduled Expiration Date”), which may be automatically accelerated as described in this prospectussupplement (and we may elect a later alternate expiration date) for a particular series of Warrants if, within anyperiod of thirty(30) consecutive trading days after the Distribution Date, there are at least twenty (20) trading days(whether or not consecutive) on which the daily volume-weighted average price of the Common Stock exceeds theapplicable early expiration trigger price for such series of Warrants. Based on the number of shares of Common Stock issued and outstanding and the principal amount of the2030Convertible Notes outstanding as of November18, 2025, if all Warrants issued in the Warrant Distributionwere exercised, we would have 1,053,083,265 shares of Common Stock issued and outstanding following thecompletion of the exercise period for the Warrants. The Warrants have been issued by us pursuant to a warrant agreement, dated November 21, 2025, between us andEquiniti Trust Company, LLC, as Warrant Agent (the “Warrant Agreement”). The Warrants are transferable and areexpected to trade on Nasdaq under the ticker OPENW for the SeriesK Warrants, under the ticker OPENL for theSeriesA Warrants and under the ticker OPENZ for the SeriesZ Warrants. However, there can be no assurance thatan orderly, liquid trading market for the Warrants will develop. Any trading value of the Warrants will bedetermined by the market. We will receive proceeds from the exercise of the Warrants for cash. See “Use of Proceeds” in this prospectussupplement. Investing in the securities offered by this prospectus supplement involves risks. See “Risk Factors” on page S-11of this prospectus supplement and any other risk factors included in the accompanying prospectus and in thedocuments incorporated by reference in this prospectus supplement or the accompanying prospectus for adiscussion of the factors you should carefully consider before deciding to purchase shares of our commonstock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of 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-11USE OF PROCEEDSS-15DESCRIPTION OF THE WARRANTSS-16CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCESS-29LEGAL MATTERSS-36EXPERTSS-36WHERE YOU CAN FIND MORE INFORMATION; INFORMATION INCORPORATED BYREFERENCES-37 Prospectus PageABOUT THIS PROSPECTUS1SPECIAL NOTE R