UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

__________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1618, 2025

Opendoor Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39253	30-1318214	~~001-39253~~	~~30-1318214~~
(State or other jurisdictionof incorporation)			(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
410 N. Scottsdale Road, Suite 1000
Tempe,			AZ	85288
(Address of principal executive offices)				(Zip Code)

410 N. Scottsdale Road, Suite 1000
Tempe, AZ		85288
(Address of principal executive offices)		(Zip Code)

(480) 618-6760

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~Trading Symbol(s)~~

~~Name of each exchangeon which registered~~

Common stock, $0.0001 par value per share

OPEN

The Nasdaq Stock Market LLC

~~OPEN~~

~~The Nasdaq Stock Market LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Item 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2025, Opendoor ~~Disclosure~~Technologies ~~Channels~~Inc. To(the ~~Disseminate~~“Company”) ~~Information~~announced the appointment of Christy Schwartz as the interim Chief Financial Officer of the Company, effective as of September 30, 2025, replacing Selim Freiha, the Company’s Chief Financial Officer. On September 18, 2025, the Company and Mr. Freiha agreed that Mr. Freiha would depart from such position effective September 19, 2025. Ms. Schwartz’s appointment as interim Chief Financial Officer will conclude on the earlier of (i) May 15, 2026, or (ii) 30 days from the appointment of a Chief Financial Officer.

~~Opendoor Technologies Inc~~Ms. ~~(the~~Schwartz, ~~“Company”~~age or46, ~~“Opendoor”)~~served ~~investors~~as ~~and others should note that~~ the Company ~~has used, and intends to continue to use, Opendoor~~’s ~~website,~~interim ~~press~~Chief ~~releases,~~Financial ~~Securities~~Officer ~~and~~from ~~Exchange~~December ~~Commission~~2022 ~~(“SEC”)~~to ~~filings,~~November ~~blogs~~2024, ~~community hub~~ and ~~social media accounts, as well as the X (formerly known as Twitter) accounts of~~ its Chief ~~Executive~~Accounting Officer, ~~@CanadaKaz,~~from March ~~and~~2021 ~~@Opendoor,~~to asMay ~~means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD~~2025. ~~Opendoor~~Prior ~~encourages investors and others~~ to ~~review~~that, ~~the~~she ~~information~~served ~~Opendoor~~as ~~makes public in~~ the ~~foregoing~~Company’s ~~locations~~Vice asPresident, ~~such~~Corporate ~~information~~Controller ~~could~~from beAugust ~~deemed~~2016 to beMarch ~~material~~2021. ~~information~~Ms. ~~Please~~Schwartz ~~note~~received ~~that~~her ~~this~~M.S. ~~list~~degree ~~may~~in beAccounting ~~updated~~ from ~~time~~the toUniversity ~~time.~~of ~~Investors~~Virginia ~~should subscribe to these social media accounts~~ and ~~Opendoor’s~~B.S. ~~investor~~degree ~~alerts,~~ in Business ~~addition~~Administration tofrom ~~following~~the ~~its~~University ~~press~~of ~~releases~~California, ~~SEC filings, public conference calls and webcasts~~Berkeley.

~~Item~~In 8connection with her appointment as interim Chief Financial Officer, Ms.01 Schwartz and the Company entered into an offer letter, dated September 18, 2025 (the “Schwartz Offer Letter”). ~~Other~~Pursuant ~~Events~~to the Schwartz Offer Letter, Ms. Schwartz is entitled to an annual base salary of $1,200,000. In addition, subject to the approval of the Board, the Schwartz Offer Letter provides that Ms. Schwartz will be granted an award of 400,641 restricted stock units (“RSUs”). The RSUs will vest in three equal installments on each of November 15, 2025, February 15, 2026 and May 15, 2026. The Schwartz Offer Letter further provides that, if Ms. Schwartz’s employment is terminated by the Company other than for cause prior to May 15, 2026, if she resigns 30 days after the Company hires a Chief Financial Officer, or if she terminates her employment for any reason subsequent to May 15, 2026, she will be entitled to (i) a lump sum cash payment equal to the difference between $1,200,000 and any salary (before taxes, deductions, and withholdings) already paid under the Schwartz Offer Letter, and (ii) accelerated vesting of any outstanding unvested portion of the foregoing RSUs. In addition, Ms. Schwartz will enter into an Indemnification Agreement based on the form previously approved by the Board and entered into with the Company’s other executive officers.

~~Opendoor~~Ms. ~~Markets~~Schwartz ~~Expansion~~does not have any family relationships with any of the Company’s directors or executive officers. Ms. Schwartz is not party to any transactions of the type described in Item 404(a) of Regulation S-K.

Opendoor intends to expand its product offerings to allow the Company to provide services through the entire continental United States in the coming weeks, through one or more of its direct cash offer, cash plus or working with its partner agents to provide listing services.

Forward Looking Statements

This Current Report on Form 8-K (this “Report”) contains forward-looking statements within the meaning of Section 27A the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this Report that do not relate to matters of historical fact should be considered forward-looking, including statements regarding our product and market expansion plans, our new and enhanced product offerings, and our business strategy. These forward-looking statements generally are identified by the words “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “intend”, “may”, “might”, “opportunity”, “outlook”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strategy”, “strive”, “target”, “vision”, “will”, or “would”, any negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. The factors that could cause or contribute to actual future events to differ materially from the forward-looking statements in this Report include but are not limited to: the current and future health and stability of the economy, financial conditions and residential housing market, including any extended downturns or slowdowns; changes in general economic and financial conditions (including federal monetary policy, the imposition of tariffs and price or exchange controls, interest rates, inflation, actual or anticipated recession, home price fluctuations, and housing inventory), as well as the probability of such changes occurring, that impact demand for our products and services, lower our profitability or reduce our access to future financings; actual or anticipated fluctuations in our financial condition and results of operations; changes in projected operational and financial results; our real estate assets and increased competition in the U.S. residential real estate industry; our ability to operate and grow our core business products, including the ability to obtain sufficient financing and resell purchased homes; investment of resources to pursue strategies and develop new products and services that may not prove effective or that are not attractive to customers and/or partners or that do not allow us to compete successfully; our ability to acquire and resell homes profitably; our ability to grow market share in our existing markets or any new markets we may enter; our ability to manage our growth effectively; our ability to expeditiously sell and appropriately price our inventory; our ability to access sources of capital, including debt financing and securitization funding to finance our real estate inventories and other sources of capital to finance operations and growth; our ability to maintain and enhance our products and brand, and to attract customers; our ability to manage, develop and refine our digital platform, including our automated pricing and valuation technology; our ability to realize expected benefits from our restructuring and cost reduction efforts; our ability to comply with multiple listing service rules and requirements to access and use listing data, and to maintain or establish relationships with listings and data providers; our ability to obtain or maintain licenses and permits to support our current and future business operations; acquisitions, strategic partnerships, joint ventures, capital-raising activities or other corporate transactions or commitments by us or our competitors; actual or anticipated changes in technology, products, markets or services by us or our competitors; our ability to protect our brand and intellectual property; our success in retaining or recruiting, or changes required in, our officers, key employees and/or directors, including our Chief Executive Officer role; the impact of the regulatory environment and potential regulatory instability within our industry and complexities with compliance related to such

environment; any future impact of pandemics, epidemics, or other public health crises on our ability to operate, demand for our products and services, or general economic conditions; our ability to maintain our listing on the Nasdaq Global Select Market; changes in laws or government regulation affecting our business; the impact of pending or future litigation or regulatory actions; and the volatility in the price of our common stock. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025, as updated by our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. We do not give any assurance that we will achieve our expectations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Opendoor Technologies Inc.		~~Opendoor Technologies Inc.~~
Date: September 17, 2025			By:	/s/ Kaz Nejatian
Date: September 19, 2025	By:	/s/ Kaz Nejatian
	Name:	Kaz Nejatian	~~Name:~~	~~Kaz Nejatian~~
	Title:	Chief Executive Officer	~~Title:~~	~~Chief Executive Officer~~

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