Opendoor Technologies Inc 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________ to ____________. Commission file number 001-39253 Opendoor Technologies Inc. (Exact name of registrant as specified in its charter) 30-1318214(I.R.S. Employer Identification No.) 85288 (Address of Principal Executive Offices)(Zip Code) (480) 618-6760Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as of June30, 2025 was$339,866,979. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our commonstock have been excluded in that such persons may be deemed to be affiliates. The number of shares of registrant’s common stock outstanding as of February12, 2026 was 958,325,481. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders, which will be filed with theSecurities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December31, 2025, areincorporated by reference into Part III of this Annual Report on Form10-K. OPENDOOR TECHNOLOGIES INC. Annual Report On Form10-KFor Fiscal Year Ended December31, 2025 TABLE OF CONTENTS PagePART IITEM 1. BUSINESS4ITEM 1A. RISK FACTORS13ITEM 1B. UNRESOLVED STAFF COMMENTS47ITEM 1C. CYBERSECURITY47ITEM 2. PROPERTIES48ITEM 3. LEGAL PROCEEDINGS48ITEM 4. MINE SAFETY DISCLOSURES48PART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES49ITEM 6.[RESERVED]50ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS51ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK72ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA73ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE122ITEM 9A. CONTROLS AND PROCEDURES122ITEM 9B. OTHER INFORMATION124ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTI