DEF 14A of Opendoor Technologies Inc., Apr 28, 2026

DEF 14A of Opendoor Technologies Inc.

Filed Apr 28, 2026 · FY20250001140361-26-017460

Open on EDGAR

  1. 1295 West Washington Street, Suite 115

    | IX. | EXECUTIVE COMPENSATION TABLES | 53 | | | Summary Compensation Table | 53 | | | 2025 Grants of Plan-Based Awards | 54 | | | Outstanding Equity Awards at 2025 Fiscal Year End | 56 | | | Option Exercises and Stock Vested in 2025 | 57 | | | Potential Payments Upon Termination or Change in Control | 58 | | | Compensation Committee Interlocks and Insider Participation | 59 | | | Non-Employee Director Compensation | 59 | | | 2025 Director Compensation Table | 61 | | | CEO Pay Ratio | 63 | | | Pay Versus Performance | 64 | | X. | EQUITY COMPENSATION PLAN INFORMATION | 69 | | | Inducement Award Plan | 69 | | XI. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 72 | | | Delinquent Section 16(a) Reports | 73 | | XII. | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 74 | | | Policies and Procedures for Approval of Related Person Transactions | 74 | | | Employment of Family Members | 74 | | | Director PIPE Transaction | 75 | | | Director and Officer Indemnification and Insurance | 75 | | XIII. | PROPOSAL 2 – RATIFICATION OF APPOINTMENT BY THE AUDIT AND RISK COMMITTEE OF DELOITTE & TOUCHE LLP | 76 | | | Principal Accountant Fees and Services | 77 | | | Audit and Risk Committee Pre-Approval Policy and Procedures | 77 | | | Report of the Audit and Risk Committee | 77 | | XIV. | PROPOSAL 3 – APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 78 | | XV. | ADDITIONAL INFORMATION | 79 | | | Stockholder Proposals and Director Nominations | 79 | | | Householding of Annual Meeting Materials | 79 | | | Other Matters | 79 | | | Solicitation of Proxies | 79 | | | 2025 Annual Report | 80 | | | Annex A | A-1 |

  2. Our Board of Directors

    Our Board of Directors

  3. Our Board of Directors

    | | | | | Committee Memberships | | | | Name | Primary Occupation | Age* | Independent | A | C | G | | Keith Rabois (Chairman of the Board) | Managing Director of Khosla Ventures | 57 | • | • + | • | | | Adam Bain | Co-Managing Partner, 01 Advisors | 52 | • | | • | • | | David Benson** | Former President of Fannie Mae | 66 | • | CHAIR + | | | | Eric Feder** (Lead Independent Director) | President of LEN(X), LLC | 56 | • | | CHAIR | | | Dana Hamilton | Former Head of Real Estate of Pretium Partners LLC | 57 | • | • + | | CHAIR | | Kaz Nejatian | CEO, Opendoor Technologies Inc. | 43 | | | | | | Eric Wu** | Co-founder and Co-CEO of NavigateAI | 43 | | | | |

  4. Our Board of Directors

    | * Ages are as of April 28, 2026 | CHAIR = Committee Chair + = Financial Expert | A = Audit and Risk Committee C = Compensation Committee G = Nominating and Corporate Governance Committee | | ** Class III director nominee | | |

  5. Our Board of Directors

    Director Highlights One of the primary functions of our Board is to provide oversight and strategic guidance to senior management, including overseeing management’s performance relative to our goals and objectives and ensuring that the long-term interests of our stockholders are being served. It is therefore essential that the Board be composed of directors who are qualified to effectively support our growth and business strategies. We believe that our directors bring a well-rounded variety of experience, industry backgrounds and perspectives to the Board and represent an effective mix of skills to meet the challenges of our strategic goals.

  6. Our Board of Directors

    | | Balanced Mix of Skills, Qualifications and Experience | | | | | | | | | Keith Rabois | Adam Bain | David Benson | Eric Feder | Dana Hamilton | Kaz Nejatian | Eric Wu | | Industry Background(1) | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Public Company Governance and Risk Management(2) | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Current or Former Public Company Executive(3) | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ |

  7. Our Board of Directors

    | (1) Experience as a senior executive in the real estate or technology industry. |

  8. Our Board of Directors

    | (2) Significant public company governance, risk management and compliance experience, including experience serving on a board of directors of similar complexity to Opendoor. |

  9. Our Board of Directors

    | (3) Served as a Chief Executive Officer, Chief Financial Officer or other executive officer of a public company. |

  10. Our Board of Directors

    | 2 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  11. Our Board of Directors

    Our Board of Directors The biographies of each of our current directors, including our Class III director nominees, are included below. Each of the biographies highlights specific experience, qualifications, attributes and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is related by blood, marriage or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.

  12. Board Recommendation

    Board Recommendation Our Board unanimously recommends that you vote “FOR” the election of each of David Benson, Eric Feder and Eric Wu as Class III directors.

  13. Board Recommendation

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 13 |

  14. Board Recommendation

    Director Biographies

  15. Class III director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2029)

    Class III director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2029)

  16. Class III director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2029)

    | DAVID BENSON Director Since: 2024 Age: 66 Committee Memberships: • Audit and Risk (CHAIR) Other Public Company Boards: • Essent Group Ltd. (Audit and Risk Committees) | David Benson has served on our board of directors since September 2024. Mr. Benson most recently served as President of Fannie Mae, the largest provider of mortgage credit in the United States with over $4 trillion in assets, from August 2018 until his retirement in May 2024. As President, Mr. Benson oversaw each of Fannie Mae’s business units, single-family residential and multifamily, as well as several corporate functions, including Finance, IT, Operations, Strategy, Human Resources and Communications. In addition, Mr. Benson helped to pioneer the formation of Common Securitization Solutions, a cloud-native platform that enables the $7 trillion mortgage-backed securities market to achieve enhanced levels of liquidity and standardization. Mr. Benson also served as Interim Chief Executive Officer from May 2022 to December 2022, as a member of the board of directors from May 2022 to December 2022, as Interim Chief Financial Officer from May 2021 to November 2021, and as the interim head of Fannie Mae’s Single-Family business from January 2021 to May 2021. Mr. Benson joined Fannie Mae in 2002, and prior to his role as President, served in a range of leadership roles, including as Executive Vice President and Chief Financial Officer, Executive Vice President—Capital Markets, Securitization & Corporate Strategy, and as Treasurer. He has also served on the board of directors of Essent Group Ltd., a publicly traded mortgage insurance and title insurance and services company, where he also serves on the audit and risk committees, since May 2025. Prior to joining Fannie Mae, Mr. Benson was Managing Director in the fixed income division of Merrill Lynch & Co., Inc., where, from 1988 through 2002, he served in several capacities in the areas of risk management, trading, debt syndication and e-commerce. Mr. Benson earned his B.S. in Psychobiology from the University of California, Los Angeles, his M.B.A. from Stanford University and his M.D. from Harvard Medical School. Skills and Qualifications: We believe Mr. Benson is qualified to serve as a member of our Board because of his deep knowledge of the single-family real estate and mortgage lending industries, his experience as a public company executive, and his capital markets expertise. |

  17. Class III director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2029)

    | ERIC FEDER Lead Independent Director Director Since: 2024 Age: 56 Committee Memberships: • Compensation (CHAIR) Other Public Company Boards: • Hippo Holdings Inc. (Compensation Committee) | Eric Feder has served on our board of directors since May 2024 and has served as our Lead Independent Director since August 2025. Mr. Feder has been President of LEN(X), LLC since 2019, and a senior operating executive at Lennar Corporation, one of the country’s leading homebuilders, since 2008. He oversees Lennar Corporation’s innovation platform and has helped identify, structure and execute Lennar Corporation’s investments in the real estate technology space. He has served on the board of directors of Hippo Holdings Inc., a publicly traded insurance company focusing on property and casualty insurance, where he also serves on the compensation committee, since 2018. Prior to his current role at Lennar, Mr. Feder was Vice Chairman at Rialto Capital, a leading investment management platform focused on real estate, from 2008 to 2018, where he oversaw over $6 billion of direct real estate investments and non-performing loan acquisitions. Skills and Qualifications: We believe Mr. Feder is qualified to serve as a member of our Board because of his extensive knowledge of the real estate industry, his experience in technology investments, and his service on the boards of directors of public and private companies. |

  18. Class III director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2029)

    | 14 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  19. Class III director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2029)

    | ERIC WU Director Since: 2025 Age: 43 Committee Memberships: • None Other Public Company Boards: • None | Eric Wu has served as a member of our Board since September 2025. Mr. Wu is a co-founder and former Chief Executive Officer of the Company, where he served as Chief Executive Officer from January 2014 to December 2022, Chairman of the Board from December 2020 to December 2022, and as President, Marketplace and a member of the Board from December 2022 to January 2024. He has served as a Co-Founder and Co-CEO of Navigate AI HoldCo Inc., an AI construction project management platform, since May 2024. Prior to Opendoor, Mr. Wu founded and, from 2009 to 2011, served as the Chief Executive Officer of Movity.com, a geo-data analytics company, until its acquisition by Trulia.com, an online real estate marketplace, in 2011, after which he served as Head of Geo/Social Products until 2013. Mr. Wu also previously co-founded RentAdvisor.com, an apartment search company specializing in lead generation, in 2008, which was later acquired by Apartment List, Inc. in 2010. Mr. Wu received his B.S. degree in Economics from the University of Arizona. Skills and Qualifications: We believe Mr. Wu is qualified to serve as a member of our Board because of his extensive experience founding and managing real estate and technology companies, including his perspective and experience as one of our co-founders and as our former Chief Executive Officer. |

  20. Class I directors (terms ending in 2027)

    Class I directors (terms ending in 2027)

  21. Class I directors (terms ending in 2027)

    | DANA HAMILTON Director Since: 2023 Age: 57 Committee Memberships: • Audit and Risk • Nominating (CHAIR) Other Public Company Boards: • None | Dana Hamilton has served as a member of our Board since November 2023. From December 2022 to March 2023, Ms. Hamilton was a Senior Advisor to Pretium Partners LLC, an alternative investment manager specializing in U.S. real estate and credit assets. From April 2017 until December 2022, Ms. Hamilton was a Senior Managing Director and Head of Real Estate for Pretium, where she oversaw significant growth in Pretium’s single-family rental investment business. Ms. Hamilton is also the co-founder of Ameriton LLC, a real estate investment company, and has served as its President since October 2014. From October 2013 to October 2014, she served as President and Chief Executive Officer, and trustee, of Borderplex Community Trust. Prior thereto, Ms. Hamilton spent 20 years at Archstone, one of the largest apartment companies in the U.S. and Europe, until its sale to AvalonBay and Equity Residential in 2013, where she held numerous roles during her tenure, including President – Europe and Executive Vice President – National Operations. Ms. Hamilton previously served as a director of Howard Hughes Holdings Inc. from June 2024 to May 2025, Life Storage, Inc. from March 2018 until the company merged with Extra Space Storage Inc. in July 2023, and FelCor Lodging Trust Incorporated from April 2016 until September 2017, when the company merged with RLJ Lodging Trust. Ms. Hamilton earned her B.A. in Public Policy from Stanford University and her M.B.A. in Real Estate and Finance from the Haas School of Business at the University of California, Berkeley. Skills and Qualifications: We believe that Ms. Hamilton is qualified to serve as a member of our Board because of her extensive experience in investment and operations across multiple real estate verticals, in particular the multifamily and single-family rental industries. Ms. Hamilton brings to the Board significant financial, transactional and asset management expertise, as well as extensive leadership and general management expertise. |

  22. Class I directors (terms ending in 2027)

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 15 |

  23. Class I directors (terms ending in 2027)

    | KEITH RABOIS Chairman of the Board Director Since: 2025 Age: 57 Committee Memberships: • Audit and Risk • Compensation Other Public Company Boards: • None | Keith Rabois has served as Chairman and a member of our Board since September 2025. Mr. Rabois has been a Managing Partner at Khosla Ventures, a technology-focused venture capital firm, since January 2024. Prior to rejoining Khosla Ventures, where he previously served as Managing Director from 2013 to 2019, Mr. Rabois served as General Partner at Founders Fund, a venture capital firm focused on disruptive technologies, from March 2019 to January 2024. Mr. Rabois also served as the Chief Operating Officer of Block (formerly known as Square), a financial services platform, and as Vice President of Business & Corporate Development at LinkedIn, a professional networking platform. Mr. Rabois currently serves on the boards of several private companies, including Faire Wholesale, Inc., an online wholesale marketplace, and Ramp Business Corporation, a finance automation platform. He previously served as a director of Affirm Holdings, Inc., a financial services company, from 2013 to June 2025. Mr. Rabois began his career in the industry as a senior executive at PayPal, an online payment system, and has also practiced as an attorney at Sullivan & Cromwell, a global law firm. Mr. Rabois holds a B.A. in political science from Stanford University and earned a juris doctor degree with honors from Harvard University. Skills and Qualifications: We believe that Mr. Rabois is qualified to serve as a member of our Board because of his extensive experience advising technology companies as a venture capital investor, and as an executive at several technology companies. |

  24. Class II directors (terms ending in 2028)

    Class II directors (terms ending in 2028)

  25. Class II directors (terms ending in 2028)

    | ADAM BAIN Director Since: 2020 Age: 52 Committee Memberships: • Compensation • Nominating Other Public Company Boards: • None | Adam Bain has served as a member of our Board since December 2020 and previously served as a member of the board of directors of SCH from April 2020 until the closing of our Business Combination with SCH in December 2020. Mr. Bain is a co-founder of and has been co-Managing Partner of 01 Advisors, a venture capital firm targeting high-growth technology companies, since January 2018. Mr. Bain served as a director of Social Capital Hedosophia Holdings Corp., which was a publicly traded special purpose acquisition company, from September 2017 until the consummation of its business combination with Virgin Galactic Holdings, Inc. (“Virgin Galactic”), a publicly traded spaceflight company, in October 2019. He then served as a member of the Virgin Galactic board of directors from October 2019 to June 2023 and as chair of the nominating and corporate governance committee and a member of the compensation committee until May 2023. Since November 2016, Mr. Bain has also been an independent advisor to and investor in select privately held growth-stage companies. From 2015 to November 2016, Mr. Bain served as the Chief Operating Officer of Twitter, Inc. (“Twitter,” now X Corp.), formerly a publicly traded social media company, and also served as President of Global Revenue & Partnerships of Twitter from 2010 to 2015. Mr. Bain received his B.A. degree in English Journalism from Miami University in Ohio. Skills and Qualifications: We believe Mr. Bain is qualified to serve as a member of our Board because of his significant operating and technology experience, as well as his financial experience. |

  26. Class II directors (terms ending in 2028)

    | KAZ NEJATIAN Director Since: 2025 Age: 43 Committee Memberships: • None Other Public Company Boards: • None | Kaz Nejatian has served as our Chief Executive Officer and a member of our Board since September 2025. Mr. Nejatian previously served as Chief Operating Officer and Vice President of Product of Shopify Inc., an all-in-one commerce platform for businesses (“Shopify”), from September 2022 until September 2025, and as Vice President of Merchant Services from October 2020 to September 2022. Prior to Shopify, he was a Lead Product Manager at Meta Platforms, Inc., a multinational technology conglomerate, from January 2018 to September 2019. In 2012, Mr. Nejatian co-founded Kash, an alternative payment company, where he also served as chief executive officer until it was acquired by a publicly traded financial services company in 2018. Mr. Nejatian began his career practicing law before moving to entrepreneurship and product leadership. Mr. Nejatian received a BCom degree in Commerce from Queens University and a juris doctor degree from the University of Toronto. Skills and Qualifications: We believe that Mr. Nejatian is qualified to serve as a member of our Board because of his significant operational experience, particularly with scaling commerce platforms and driving efficiency at technology companies. It also helps that he is a nerd. |

  27. Class II directors (terms ending in 2028)

    | 16 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  28. + = Financial Expert • = Member

    + = Financial Expert • = Member

  29. + = Financial Expert • = Member

    | 24 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  30. + = Financial Expert • = Member

    | Audit and Risk Committee Current Committee Members: David Benson (CHAIR) Dana Hamilton Keith Rabois | Primary Responsibilities Include: • Appointing, compensating, retaining and overseeing our independent registered public accounting firm; • Evaluating the independence of our independent registered public accounting firm; • Reviewing with our Head of Internal Audit (as appropriate) and independent registered public accounting firm the scope and results of the internal audit and independent audit; • Approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; • Reviewing the appointment, replacement, reassignment, or dismissal of the Head of Internal Audit; • Overseeing the financial reporting process and discussing with management, our independent registered public accounting firm, and the Head of Internal Audit (as appropriate) the interim and annual financial statements that we file with the SEC; • Reviewing with management the effectiveness of the Company’s policies and strategies with respect to portfolio risk management, capital and liquidity management, and capital investment activities, including the policies and procedures by which management assesses and manages the Company’s portfolio risk exposure; • Reviewing and discussing guidelines, programs, and policies relating to cybersecurity, data privacy, and other risks relevant to our information systems and security, and, in each case, the steps we have taken to monitor, mitigate and control such risks; • Reviewing with management, and our auditors any contingent liabilities and risks that may be material to the Company, including risks relating to relevant legislative and regulatory developments; • Overseeing environmental, social and governance (“ESG”) disclosure controls for public filings based on commonly accepted ESG standards and SEC requirements, including with respect to cybersecurity and climate change disclosure requirements; • Reviewing and approving or ratifying related person transactions; • Reviewing with management, the independent auditors and the Head of Internal Audit (as appropriate) the adequacy and effectiveness of the Company’s administrative, operational, and accounting internal control policies and procedures on a regular basis; • Reviewing with management and the Head of Internal Audit (as appropriate) the responsibilities, charter, budget, compensation and staffing of the Company’s internal audit function; and • Establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters and the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. Financial Expertise and Independence All members of the Audit and Risk Committee meet the independence standards of Nasdaq and the SEC, as well as the financial literacy requirements of Nasdaq. The Board has determined that each of Mr. Benson, Ms. Hamilton, and Mr. Rabois qualifies as an “audit committee financial expert” as defined by SEC rules. Overboarding Policy Under the Audit and Risk Committee charter, members of the Audit and Risk Committee may not serve on more than three public company audit committees (including the Opendoor Audit and Risk Committee) without the prior consent of the Board. Report The Report of the Audit and Risk Committee is set forth beginning on page 77 of this proxy statement. |

  31. + = Financial Expert • = Member

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 25 |

  32. + = Financial Expert • = Member

    | Nominating Committee Current Committee Members: Dana Hamilton (CHAIR) Adam Bain | Primary Responsibilities Include: • Assisting in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on our Board and, if it deems it appropriate, establishing procedures for stockholders to follow in submitting recommendations for candidates for the Board; • Reviewing the background and qualifications of individuals being considered as director candidates; • Recommending to our Board the nominees for election to our Board at annual meetings of our stockholders; • Reviewing and making recommendations to the Board regarding committee and Board composition and size; • Overseeing an annual evaluation of our Board and its committees; • Developing and recommending to our Board, and periodically reviewing, the Corporate Governance Guidelines; and • Reviewing and providing oversight with respect to the Company’s strategy, initiatives and policies concerning ESG matters. Independence The Nominating Committee is composed entirely of directors who are independent under the Nasdaq rules. |

  33. + = Financial Expert • = Member

    | Compensation Committee Current Committee Members: Eric Feder (CHAIR) Adam Bain Keith Rabois | Primary Responsibilities Include: • Evaluating the performance of our CEO and other executive officers in light of any goals and objectives of the Company’s executive compensation plans, and, based on such evaluation, determining and approving, or making recommendations to the Board regarding the compensation level of the Company’s executive officers; • Evaluating the appropriate level of compensation for service on our Board and Board committees by non-employee directors and making recommendations to our Board regarding such compensation; • Reviewing the executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and, if deemed appropriate, adopting, or recommending the Board adopt, new or amend existing executive compensation plans; • Overseeing the Company’s human capital management function and related initiatives, including without limitation, management succession planning and talent development; and • Appointing and overseeing any compensation consultants. Independence The Compensation Committee is composed entirely of directors who are independent under the Nasdaq rules. Delegation Authority The Compensation Committee may form and delegate authority to subcommittees for any purpose that the Compensation Committee deems appropriate, including (a) a subcommittee consisting of a single member, and (b) a subcommittee consisting of at least two members, each of whom qualifies as a non-employee director under Section 16 of the Exchange Act. Role of Executive Officers and Compensation Consultant See page 27 of this proxy statement for a discussion of the role of our executive officers and our compensation consultant in determining executive compensation. Compensation Committee Report The Report of the Compensation Committee is set forth beginning on page 52 of this proxy statement. |

  34. + = Financial Expert • = Member

    | 26 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  35. + = Financial Expert • = Member

    OUR EXECUTIVE OFFICERS The following table sets forth the names, ages and positions of our current executive officers:

  36. + = Financial Expert • = Member

    | Name | Age | Position | | Kaz Nejatian | 43 | Chief Executive Officer and Member of the Board | | Christina Schwartz | 47 | Chief Financial Officer | | Lucas Matheson | 47 | President | | Giang (Nguyen) LeGrice | 44 | Chief Operating Officer |

  37. + = Financial Expert • = Member

    | * Mr. Nejatian is a member of our Board. See “Proposal 1 — Election of Directors” for more information about Mr. Nejatian. |

  38. + = Financial Expert • = Member

    Christina Schwartz has served as our Chief Financial Officer since January 2026. Prior to her appointment, she served as the Company’s interim Chief Financial Officer from September 2025 until December 2025 and previously from December 2022 to November 2024, as well as its Chief Accounting Officer from March 2021 to May 2025. Prior to that, she served as the Company’s Corporate Controller from August 2016 to March 2021, with a promotion to Vice President in May 2019. Ms. Schwartz received her M.S. degree in Accounting from the University of Virginia and B.S. degree in Business Administration from the University of California, Berkeley. Lucas Matheson has served as our President since December 2025. He previously served as the Chief Executive Officer of Coinbase Canada, Inc., a cryptocurrency exchange, from December 2022 to December 2025. Prior to that, he served in a number of positions at Shopify, including Senior Director of Operations from January 2021 to September 2021, Senior Director Corporate FP&A, Acceleration Finance from September 2020 to January 2021 and Director of Strategic Expansion from June 2018 to September 2020. Mr. Matheson is a CFA Charterholder, received his BCom degree in Finance from Concordia University, and received his M.B.A. from the University of Alberta. Giang LeGrice has served as our Chief Operating Officer since November 2025. Ms. LeGrice served as the Company’s Senior Vice President, Operations, from October 2025 to November 2025, and she previously served as Vice-President, Operations at Shopify from May 2021 to October 2025 and as its Head of Operations from December 2020 to April 2021. Ms. LeGrice holds a BCom degree in Actuarial Mathematics & Finance from the University of Manitoba in Canada.

  39. + = Financial Expert • = Member

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 27 |

  40. + = Financial Expert • = Member

    EXECUTIVE COMPENSATION

  41. Compensation Discussion and Analysis

    | (1) Non-performance-based pay consists of time-based cash, which includes base salary, non-performance based bonuses, such as retention or sign-on bonuses; and time-based restricted stock units (“TRSUs”). |

  42. Compensation Discussion and Analysis

    | (2) Excludes the severance benefits that Ms. Schwartz received pursuant to the Schwartz Transition Agreement (as defined below). |

  43. Compensation Discussion and Analysis

    | (3) Performance-based pay includes long-term incentives that are directly tied to performance metrics or stock price hurdles (as described below in the section titled “Compensation Philosophy and Objectives.”) The value included in the table for performance-based long-term incentives is the grant date fair value of such compensation as reflected in the Summary Compensation Table below. |

  44. Compensation Discussion and Analysis

    | (1) Non-Performance LTI includes stock options, restricted stock units, and non-performance cash long-term incentives, as applicable. Performance LTI includes performance options, performance shares, and performance-based cash long-term incentives, as applicable. The table reflects the average mix by percentage for the latest annual year of compensation, as of December 2025, and excludes new hire awards. The table incorporates the most recently reported data from proxy statement, Form 8-K, and Form 4 filings for the top three to five disclosed executive positions of each peer company. |

  45. Compensation Discussion and Analysis

    | • | Increased Reliance on Performance-Based Long-Term Equity Incentives: We continued our implementation of a long-term performance incentive program, under which our NEOs serving at the beginning of 2025 were granted performance-based restricted stock units (“PRSUs”) that were eligible to vest based on achievement of product-level profit (“PLP”) objectives over the 2025 fiscal year. At the time the PLP PRSUs were approved, we believed that PLP was an important metric to incentivize progress toward durable unit economics across our product |

  46. Compensation Discussion and Analysis

    offering, while maintaining focus on strategic high-impact revenue opportunities. Certain of our NEOs serving at the beginning of 2025 also received annual awards in the form of time-based restricted stock units (“TRSUs”). All of these PRSUs were forfeited based on our 2025 PLP performance. In addition, in connection with their commencement of employment in 2025, each of Mr. Nejatian, Ms. Schwartz, Mr. Matheson and Ms. LeGrice, our NEOs who continue to serve as executive officers, received long-term incentive awards that were either entirely or substantially performance-based. Specifically, all of the equity incentives granted to Mr. Matheson and over 97%, 81% and 91% of the long-term incentives granted to Mr. Nejatian, Ms. Schwartz and Ms. LeGrice, respectively, were PRSUs that will vest only upon the achievement of stock price hurdles that are intended to represent sustained stock price improvement over our stock price at the time such awards were granted and time-based vesting requirements that require service over extended periods. The details of our long-term incentives granted in 2025, and a detailed definition of PLP, are as described below under “Compensation Elements–Long-Term Equity Compensation.” PLP is a non-GAAP financial measure. See Annex A for further details and a reconciliation of PLP to its nearest comparable GAAP measure.

  47. Compensation Discussion and Analysis

    | • | Discontinuation of Annual Performance Bonus Plan Commencing in 2026: For 2025, we established an annual performance-based cash bonus program under which all NEOs who were serving at the beginning of 2025 were eligible for performance-based bonuses based on the achievement of pre-established corporate performance goals approved by the Compensation Committee. However, our NEOs who were hired during 2025 and continue to serve as executive officers are not eligible for annual cash performance bonuses, as our Compensation Committee has determined to discontinue the annual bonus program for executives, in favor of market-based base salaries and more emphasis on delivering target total compensation in the form of long-term incentives tied in substantial part to stock price performance to emphasize building sustainable long-term value aligning executives’ incentives with our stockholders. None of our NEOs who were participants in the 2025 annual performance bonus program received a payout under such program. The details of our former annual performance bonus program, and performance against fiscal 2025 objectives, are as described below under “Compensation Elements–Annual Cash Performance Bonuses.” |

  48. Compensation Discussion and Analysis

    Chief Executive Officer Compensation Package On September 10, 2025, we entered into an employment offer letter with Kaz Nejatian in connection with his appointment as our CEO (the “Nejatian Offer Letter”), pursuant to which Mr. Nejatian is entitled to receive cash and equity compensation. The Compensation Committee and the Board developed Mr. Nejatian’s compensation package by considering Mr. Nejatian’s expected criticality to the success of the business and achieving our long-term profitability goals and taking into account the size and structure necessary to induce Mr. Nejatian to join the Company. Our Compensation Committee and Board determined that significant equity awards substantially all in the form of PRSUs with performance-based vesting tied to challenging and rigorous stock price hurdles and service-based vesting requirements would be the most motivating form of compensation for Mr. Nejatian. The Nejatian First PRSU Award (as defined below) consists of 40,886,344 PRSUs and time-vests in installments over a period of five years from the date of grant, with 20% of the award vesting on the first anniversary of the grant date and the remainder of the award vesting in quarterly installments thereafter, subject to Mr. Nejatian’s continued employment through each applicable vesting date. Vesting of each installment is also subject to the achievement of an average closing stock price that equals or exceeds $6.24 over the 60 trading day period preceding the applicable vesting date or any of the four immediately following vesting dates. The Nejatian Second PRSU Award (as defined below) consists of 40,886,344 PRSUs, has a five-year performance period, and is divided into seven equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing price stock price hurdle (equal to $9, $13, $17, $21, $25, $29, and $33) over a 60 trading day period commencing after the first anniversary of the grant date and ending prior to the end of the performance period. In addition, each tranche is subject to a time-based vesting condition. We believe the size and structure of the award aligns Mr. Nejatian’s interests as CEO with our stockholders and durable long-term goals better than providing more traditional compensation such as a base salary, an annual bonus opportunity, or an annual long-term incentive award. Accordingly, the awards granted to Mr. Nejatian are designed to incentivize him to continue to not only lead the Company over the long term, but to provide him with a significant challenge to create meaningful long-term stockholder value above the trading price of our Common Stock at the time he joined the Company.

  49. Compensation Discussion and Analysis

    The closing price of our Common Stock on the date that Mr. Nejatian was appointed CEO, September 10, 2025, was $5.86. This represented a significant increase from the Company's Common Stock price earlier in 2025, which had traded below $1.00 per share as recently as June 2025. The stock price hurdles embedded in Mr. Nejatian's PRSU awards were established relative to the stock price at the time of his appointment, and accordingly require sustained stock price appreciation above the higher baseline at which the awards were granted. The structure of Mr. Nejatian’s compensation package helps ensure that he will continue to work closely with the Board and our management team to execute on our objectives that are critical to achieving our profitability and performance goals over the long-term of the awards. Beginning in 2027, we expect that such performance-based equity awards will comprise 100% of Mr. Nejatian’s compensation opportunity. While Mr. Nejatian will not receive an annual cash bonus, he was provided with a cash make-whole award and an equity make-whole award consisting of TRSUs which were granted to Mr. Nejatian in respect of compensation awarded to him by his former employer that he forfeited in order to accept employment with us. Specifically, Mr. Nejatian left significant unvested time-based equity awards granted by his former employer behind when he determined to join us. The cash make-whole award and the TRSUs that we granted in connection with his employment represented only a portion of the value of such unvested awards at the time of Mr. Nejatian’s departure from his former employer. The make-whole awards and PRSUs awarded to Mr. Nejatian are intended to serve as Mr. Nejatian’s exclusive compensation for his initial five years of employment with the Company. Mr. Nejatian’s compensation arrangements include:

  50. Compensation Discussion and Analysis

    | • | No annual bonus. |

  51. Compensation Discussion and Analysis

    | • | PRSUs that vest based on the achievement of seven different stock price hurdles. Mr. Nejatian was awarded the PRSUs, which represent substantially all of Mr. Nejatian’s compensation opportunity. The PRSUs are tied to both stock price hurdles and time-based vesting requirements as described below under “Long-Term Equity Compensation—2025 Make-Whole and Sign-On Equity Awards.” |

  52. Compensation Discussion and Analysis

    | • | No excise tax reimbursement payments (including gross ups) are made on severance or change in control payments or benefits. |

  53. Compensation Discussion and Analysis

    | What We Do: | What We Don’t Do: | | • A Significant Portion of Compensation is At-Risk. Under our executive compensation program, a significant portion of compensation is “at risk” based on our performance, with long-term equity incentives representing the primary driver of our executive compensation program, to align the interests of our executive officers and stockholders. In 2025, approximately 97% of our current executive officers’ compensation, on an aggregate basis, was performance-based and at-risk. • Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our compensation policies and practices. • Independent Compensation Adviser. The Compensation Committee has engaged its own compensation consultant to provide information, analysis and other advice on executive compensation independent of management. This compensation consultant performed no other consulting or other services for us in 2025. • Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile. Such review ensures that our executive compensation program is aligned with the long-term interests of our stockholders and incentivizes execution against the objectives critical to reaching our profitability goals. • Pay-for-Performance Philosophy. The majority of our continuing NEOs’ target total direct compensation opportunities are dependent upon, our long-term results as measured through company performance, our stock price and/or total stockholder return, thereby aligning the interests of our NEOs and our stockholders. • “Double-Trigger” Change-in-Control Arrangements. Our post-employment compensation arrangements in the event of a change in control of the Company are “double-trigger” arrangements that require both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid. • Succession Planning. We annually review the risks associated with our key executive officer positions to ensure adequate succession plans are in development. • Stock Ownership Guidelines. We maintain stock ownership guidelines for our executive officers and directors in order to further promote the alignment of their interests with those of our stockholders. • Clawback Policy. We maintain a compensation recovery policy as required by Rule 10D-1 under the Exchange Act and the corresponding listing standard adopted by the Nasdaq, which provides for the mandatory recovery of certain erroneously awarded incentive compensation from our executive officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws. | • No Executive Retirement Plans. We do not offer pension plans or other defined benefit retirement plans or arrangements to our NEOs. Our NEOs are eligible to participate in our Section 401(k) retirement savings plan on the same basis as our other eligible full-time employees (with the exception of our CEO, who is not eligible for the Company 401(k) plan contribution). • Limited Perquisites. We provide limited perquisites and other personal benefits to our NEOs and such benefits generally are only provided when they serve a legitimate business purpose. • No Special Welfare or Health Benefits. Our executive officers participate in our broad-based company-sponsored health and welfare benefit plans and programs on the same basis as our other full-time employees. • No Post-Employment Tax Payment Reimbursement. We do not provide any excise tax reimbursement payments (including “gross- ups”) on any payments or benefits contingent upon a change in control of the Company. • No Hedging of Our Equity Securities. We prohibit our executive officers, all other employees and the non-employee members of our Board from engaging in certain derivative transactions and from hedging our securities, except as otherwise pre-approved by the Board. • Limited Pledging of Our Equity Securities. We prohibit our executive officers, all other employees and the non-employee members of our Board from holding our securities in a margin account. We also prohibit pledging our securities as collateral for a loan without the prior consent of our Chief Legal Officer. • No “Single Trigger” Change-in-Control Arrangements. We do not provide cash severance or automatic vesting of equity awards based solely upon a change in control of the Company. |

  54. Compensation Discussion and Analysis

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to compensate our executives for services rendered during the year and to recognize the experience, skills, knowledge and responsibilities required of each executive. | | Annual Performance Bonuses | Variable | Cash | Drives achievement of key corporate performance goals and rewards NEOs for annual performance. For 2026, annual performance bonuses will not be a part of our executive compensation program as we minimize guaranteed and short-term performance-based compensation that we believe does not incentivize sustainable, long-term value creation. | | Long-Term Incentive Compensation | Variable | Equity awards in the form of TRSU and PRSU awards that may vest and be settled for shares of our Common Stock. | Drives execution of our management objectives that are key to achieving our profitability goals and rewards NEOs for collective success and execution. Designed to align the interests of our executives and our stockholders by motivating our executives to create sustainable long-term stockholder value. |

  55. Compensation-Setting Process

    | • | the review, analysis and updating of our compensation peer group; |

  56. Compensation-Setting Process

    | • | consultancy on the design and implementation of our executive long-term incentive program, including the design of our executive PRSU grants for 2025 and the awards granted to our newly-hired NEOs during 2025; |

  57. Compensation-Setting Process

    | • | the review and analysis of the base salary levels and long-term incentive compensation opportunities of our executive officers against competitive market data based on the companies in our compensation peer group; |

  58. Compensation-Setting Process

    | • | a competitive market assessment for executive-level management, including analyses for potential new hires; |

  59. Compensation-Setting Process

    | • | incentivizing our executive officers to engage in decision-making that promotes long-term growth and appropriate risk-taking; |

  60. Compensation-Setting Process

    | • | the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or in selected broad-based compensation surveys; |

  61. Compensation-Setting Process

    | • | the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and |

  62. Compensation-Setting Process

    These factors provide the framework for compensation decision-making and final decisions by the Compensation Committee or its recommendations to our Board for final decisions regarding the compensation opportunity for each executive officer. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions or recommendations. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each executive officer and business judgment in making decisions and recommendations. Peer Group and Competitive Positioning The Compensation Committee believes that comparisons with companies with similar financial characteristics and business profiles are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. The Compensation Committee uses data drawn from a select peer group of companies to make decisions with respect to the compensation of our executive officers, including our NEOs. The Compensation Committee uses the peer group compensation data as one of several factors in assessing executive pay program design and total equity utilization. We also supplement the data for our peer group with published compensation surveys where appropriate. The Compensation Committee’s compensation decisions are made on a case-by-case basis. Benchmark results do not, in and of themselves, determine individual compensation decisions and we do not target specific

  63. Compensation-Setting Process

    pay percentiles. Overall, we believe that use of information from the peer group enables the Compensation Committee to create better alignment between executive pay and performance and to help ensure that we can attract and retain high-performing executive leaders. Upon the recommendation of Compensia, the Compensation Committee evaluated companies identified by Compensia based on the following primary criteria, and approved a peer group for purposes of benchmarking executive compensation for 2025 and 2026, respectively:

  64. Compensation-Setting Process

    Due to our unique business model, in August 2025, our Compensation Committee evaluated our peer group, giving primary consideration to industry-specific peers, gross margin, and market capitalization as identified above, when identifying the appropriate peer group. The fiscal 2025 peer group impacted the executive compensation decisions made in the first quarter of 2025 with respect to the NEOs then employed. The Compensation Committee will consider any potential updates to our peer group when making executive compensation decisions in 2026.

  65. Compensation-Setting Process

    | Fiscal 2025 Peer Group | | | Fiscal 2026 Peer Group | | | | General Peers | | Industry Peers | General Peers | | Industry Peers | | Beyond Carvana Co. Chewy Frontier Group Holdings Hertz Global Holdings Insperity Kelly Services LendingClub Lyft | Peloton Interactive Stitch Fix Wayfair | Anywhere Real Estate Compass Dream Finders Homes eXp World Holdings Landsea Homes Offerpad Solutions Redfin Zillow Group | America’s Car-Mart Beyond Carvana Co. Chewy Frontier Group Holdings Hertz Global Holdings Insperity Kelly Services LendingClub | Lyft Peloton Interactive Stitch Fix Wayfair | Anywhere Real Estate Beazer Homes USA Compass Dream Finders Homes eXp World Holdings Offerpad Solutions Zillow Group |

  66. Compensation Elements

    Compensation Elements For 2025, our executive compensation program consisted of three principal elements – base salary, annual performance bonuses, and long-term incentive equity incentives in the form of TRSUs and PRSUs. It also included sign-on and retention bonuses, participation in our executive severance plan and our broad-based health and welfare benefit programs. Base Salaries We provide a base salary as a fixed source of compensation for our executive officers, other than Mr. Nejatian, allowing them a degree of certainty relative to the portion of their variable compensation, which consists of equity awards with values that are generally tied to the price of our Common Stock. The Compensation Committee recognizes the importance of base salaries as an element of compensation that helps to attract and retain highly qualified executive talent. The initial base salaries of our executive officers are established at the time they entered into an employment offer letter or confirmatory employment offer letter with us and take into account their qualifications, experience, comparable market data and prior base salary level. For the executive officers hired in the second half of 2025, we specifically considered the compensation the officer would forego at their previous position, the level of compensation necessary to induce them to join the Company, and the extent to which each officer’s AI capabilities, dedication to collective success, and execution are critical to achieving our long-term performance and profitability goals. The Compensation Committee reviews the annual base salaries of our executive officers, including our NEOs, as part of its annual review of the compensation arrangements of our executive officers, taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO and the factors set forth in “Compensation-Setting Process – Setting Target Total Direct Compensation” above.

  67. Compensation Elements

    Annual Cash Performance Bonuses In March 2025, our Compensation Committee established a formal annual bonus program for 2025, under which each NEO who was then in employment was eligible for a 2025 performance bonus based upon the achievement of pre-established corporate performance goals approved by our Compensation Committee. Target bonuses were set as a percentage of the NEO’s base salary earned during 2025 and were expected to be paid out in the first quarter of the following year. The target bonuses for our bonus-eligible NEOs for 2025 are set forth in the table below.

  68. Compensation Elements

    | Name | Target Bonus (as % of base salary) | | Shrisha Radhakrishna | 50% | | Carrie Wheeler | 50% | | Selim Freiha | 50% | | Sydney Schaub | 50% |

  69. Compensation Elements

    In March 2025, the Compensation Committee established the corporate performance metric and goals for the year. This metric was set by the Compensation Committee after considering management input and our overall strategic objectives. In March 2025, the Board approved the 2025 performance metric and goals with respect to Ms. Wheeler’s compensation. All final bonus payments to our NEOs are determined by our Compensation Committee. The actual bonuses awarded can be more or less than the target, depending on the achievement of corporate objectives and may also vary based on other factors at the discretion of the Compensation Committee. Under our 2025 annual bonus plan, the maximum bonus payable to an NEO was 200% of his or her target bonus. Performance Measure. For 2025, the Compensation Committee determined to continue to use ANI as the corporate performance metric for our 2025 annual performance bonus program, which is aligned with our goal of driving the Company to sustainable, profitable growth and moving to a positive cash flow position. ANI is a non-U.S. Generally Accepted Accounting Principles (“GAAP”) measure and is calculated as GAAP net income (loss) adjusted to exclude certain non-cash expenses, certain expenses that are not directly related to our revenue-generating operations, and loss (gain) on extinguishment of debt. ANI also aligns the timing of inventory valuation adjustments recorded under GAAP to the period in which the related revenue is recorded. As a result, we believe ANI better reflects our cash flow position than GAAP net income (loss). A detailed definition and full reconciliation of ANI to its most directly comparable GAAP financial measure are included in Annex A attached to this proxy statement.

  70. Compensation Elements

    Performance Period. The 2025 annual bonus program had an annual performance period covering January 1, 2025 through December 31, 2025. Performance Levels. The goals for ANI were set at levels that we consider to be rigorous and challenging, based in part on our evaluation of the relevant risks and opportunities. The threshold, target, and maximum performance levels were set at 35%, 100%, and 200%, respectively, which we believed required strong execution for any payout with respect to the corporate objectives and represented a significant challenge. Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. The performance levels and corresponding goals for each performance period for our NEOs under the 2025 annual bonus plan are summarized in the table below.

  71. Compensation Elements

    | | | ANI (in millions) | | Performance Level | Payout as a % of Target | Metric | | <Threshold | 0% | <$(155.0) | | Threshold | 35% | $(155.0) | | Target | 100% | $(115.0) | | Maximum | 200% | $(95.0) |

  72. Compensation Elements

    Payout Determination for 2025. In February 2026, the Compensation Committee assessed ANI performance for the 2025 performance period relative to the performance goals and determined that the Company had an ANI loss of $(195) million for 2025, which was below the threshold level of performance. Because the threshold performance goal for ANI was not attained under the 2025 bonus plan, no bonuses were paid under the 2025 annual bonus plan. In addition, none of the bonus eligible NEOs, except for Mr. Radhakrishna, remained in employment on the normal bonus payment date and so would not have been entitled to a bonus payment in any event. Notwithstanding the foregoing, Mr. Radhakrishna received an annual bonus in respect of 2025 in the amount of $500,000, which annual bonus was guaranteed pursuant to his amended employment offer letter, subject to his continued employment through December 31, 2025. The Compensation Committee approved such bonus in August 2025 and believed it was appropriate in order to retain him during a critical transformation period and to recognize Mr. Radhakrishna’s increased responsibilities in his new role as President and interim Principal Executive Officer, his willingness to step into the new role in light of the leadership transition, and help ensure business continuity. The Compensation Committee also approved a guaranteed bonus for each of Mr. Freiha and Ms. Schaub in respect of 2025 in the amount of $300,000 and $200,000, respectively, contingent on employment through December 31, 2025, but such bonuses were not paid because neither NEO met such employment condition. Suspension of Annual Cash Bonus Plan In February 2026, the Compensation Committee determined to suspend the 2026 bonus program indefinitely, with respect to its executive officers and other employees. This change in our compensation philosophy signals a desire by the Compensation Committee to minimize guaranteed and short-term performance-based compensation that does not incentivize long-term value creation, while providing our executives’ and employees’ target total compensation opportunities in the form of market-based base salaries and long-term equity incentives closely aligned with promoting a culture of ownership and building sustainable long-term stockholder value. Cash Make-Whole Award to CEO In connection with his commencement of employment, pursuant to his offer letter, Mr. Nejatian was granted a $15,000,000 cash make-whole award that will vest on the nine month-anniversary of his employment commencement date, subject to his continued employment as CEO of the Company through such vesting date. The cash make-whole award was granted to Mr. Nejatian in respect of compensation awarded to him by his former employer that he forfeited in order to accept employment with us. The cash make-whole award is subject to accelerated vesting upon Mr. Nejatian’s involuntary termination of employment without cause, for good reason, or due to his death or disability.

  73. Compensation Elements

    | NEO | Cash Retention Bonus Amount | | Shrisha Radhakrishna | $250,000 | | Selim Freiha | $150,000 | | Sydney Schaub | $100,000 |

  74. Compensation Elements

    Long-Term Equity Compensation 2025 Annual Grants We believe that providing long-term incentives in the form of equity awards encourages our executive officers, including our NEOs, to take a long-term outlook and provides them with an incentive to manage the Company from the perspective of an owner who is motivated toward high-quality decision making and appropriate risk-taking. By providing opportunities for our executive officers, including our NEOs, to benefit from future successes in the Company through the appreciation of the value of their equity awards, our Board and the Compensation Committee believe that equity awards align our executive officers’ interests and contributions with the long-term interests of our stockholders. In addition, our Board and the Compensation Committee believe that offering meaningful equity ownership in the Company is helpful in retaining our executive officers, including our NEOs, and other key employees, who are critical to achieving our performance and profitability goals. In March 2025, the Compensation Committee approved fiscal 2025 equity awards for Ms. Wheeler, Mr. Radhakrishna, Mr. Freiha and Ms. Schaub, as shown in the table below. The awards granted to Ms. Wheeler were based on a target value of $3,000,000 for each of her TRSU and PRSU awards (at target).

  75. Compensation Elements

    The extent to which the annual 2025 PRSUs were to become eligible to vest was determined based on the performance level achieved, with 0% eligible to vest for performance below the threshold level and 200% eligible to vest for performance at the maximum level. Any PRSUs that became eligible to vest based on performance relative to the 2025 performance objective were scheduled to vest, as to one third of the earned PRSUs, on March 15, 2026, subject to the NEO’s continued employment through such date, and as to the remaining two thirds of the earned PRSUs, in eight substantially equal quarterly installments thereafter, subject to the NEO’s continued employment with us through such vesting date. In the event of a change in control prior to December 31, 2025, the PLP goal would be prorated based on the portion of the 2025 calendar year elapsed prior to the change in control, and the PRSUs that are eligible to vest will be determined as of such change in control by measuring the Company’s performance as of such change in control relative to such prorated goal. Following the change in control, the PRSUs determined to be eligible to vest as of such change in control would be subject to the time-based vesting schedule described above, provided that upon an NEO’s termination by us without cause or upon a resignation by an NEO for good reason within 12 months following the change in control, any unvested PRSUs shall become immediately vested. In addition, if the PRSUs are not continued, assumed or replaced in such change in control, the PRSUs determined to be eligible to vest as of such change in control would become fully vested as of immediately prior to such change in control.

  76. Compensation Elements

    | Performance Level | Payout as a % of Target | Product-Level Profit (millions) | | <Threshold | — | <$0 | | Threshold | 50% | $0 | | Target | 100% | $32 | | Maximum | 200% | $64 |

  77. Compensation Elements

    | • | Make Whole RSU Award: Mr. Nejatian was granted a make-whole inducement award in the form of 1,580,611 TRSUs that will vest in full on June 15, 2026. The make-whole TRSUs had a grant date fair value of $15,000,000 and were granted to Mr. Nejatian in respect of compensation awarded to him by his former employer that he forfeited in order to accept employment with us. The make-whole TRSUs are subject to accelerated vesting upon Mr. Nejatian’s involuntary termination of employment without cause, for good reason, or due to his death or disability. |

  78. Compensation Elements

    | • | First Sign-On PRSU Award: Mr. Nejatian was granted an inducement award of 40,886,344 PRSUs (the “Nejatian First PRSU Award”) that is eligible to vest based on both performance-based conditions tied to a stock price hurdle and time-based vesting conditions. The Nejatian First PRSU Award time-vests in installments over a period of five years from the date of grant, with 20% of the award vesting on the first anniversary of the grant date and the remainder of the award vesting in quarterly installments thereafter, subject to Mr. Nejatian’s continued employment through each applicable vesting date. Vesting of each installment is also subject to the achievement of an average closing stock price that equals or exceeds $6.24 (the “Stock Price Gate”) over the 60 trading day period preceding the applicable vesting date or any of the four immediately following vesting dates. The Nejatian First PRSU Award includes certain termination-related vesting provisions generally providing for, in the event of an involuntary termination of employment without cause, for good reason, or due to Mr. Nejatian’s death or disability, accelerated vesting of up to 1/10th of the Nejatian First PRSU Award, regardless of the achievement of |

  79. Compensation Elements

    the Stock Price Gate. The Nejatian First PRSU Award is also subject to certain double trigger vesting provisions that apply in connection with a change in control. In the event of a change in control, provided the change in control price of our Common Stock equals or exceeds the Stock Price Gate, Mr. Nejatian will remain eligible to time-vest in the PRSUs following the change in control. In the event his employment is terminated by us without cause, by him for good reason, or due to his death or disability, in each case within three months prior to or 12 months following a change in control, Mr. Nejatian will vest in a number of the earned PRSUs in which he remains eligible to vest following the change in control determined based on the change in control price of our Common Stock (5/7 of the total PRSUs (less the sum of any previously vested or forfeited PRSUs) if the change in control price is equal to or greater than $25.00 but less than $29.00, 6/7 of the total PRSUs (less the sum of any previously vested or forfeited PRSUs) if the change in control price is equal to or greater than $29.00 but less than $33.00, and all of the remaining PRSUs if the change in control price is equal to or greater than $33.00.

  80. Compensation Elements

    | • | Second Sign-On PRSU Award: Mr. Nejatian was granted a second inducement award of 40,886,344 PRSUs (the “Nejatian Second PRSU Award”) that has a five-year performance period and is divided into seven (7) equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing price stock price hurdle (equal to $9 (“Tranche 1”), $13 (“Tranche 2”), $17 (“Tranche 3”), $21 (“Tranche 4”), $25 (“Tranche 5”), $29 (“Tranche 6”) and $33 (“Tranche 7”)) over a 60 trading day period commencing after the first anniversary of the grant date and ending prior to the end of the performance period. In addition, each tranche is subject to a time-based vesting condition: the first tranche of the Nejatian Second PRSU Award will satisfy the time-based vesting condition on the first anniversary of the date of grant, Tranches 2 and 3 of the Nejatian Second PRSU Award will vest quarterly over the second and third years following the date of grant, respectively, Tranches 4 and 5 of the Nejatian Second PRSU Award will vest quarterly over the fourth year following the date of grant, and Tranches 6 and 7 of the Nejatian Second PRSU Award will vest quarterly over the fifth year following the date of grant. Upon a termination due to Mr. Nejatian’s death or disability, each tranche for which the stock price hurdle has been achieved but which remains subject to a time-vesting requirement will immediately vest. In addition, upon Mr. Nejatian’s involuntary termination of employment without cause, for good reason, or due to his death or disability, Mr. Nejatian will be treated as if he had remained employed for an additional 60 trading days for purposes of the achievement of any time-based vesting condition and the performance-based vesting condition applicable to the tranche with the lowest stock price hurdle that remains unvested as of Mr. Nejatian’s termination date. The Nejatian Second PRSU Award is also subject to certain double trigger vesting provisions that apply in connection with a change in control. In the event of a change in control, any tranche for which the stock price hurdle is achieved based on the change in control price of our Common Stock will remain eligible to time-vest following the change in control. In the event Mr. Nejatian’s employment is terminated by us without cause, by him for good reason, or due to his death or disability, in each case within three months prior to or 12 months following a change in control, Mr. Nejatian will vest in a number of the earned PRSUs in which he remains eligible to vest following the change in control determined based on the change in control price of our Common Stock (5/7 of the total PRSUs (less the sum of any previously vested or forfeited PRSUs) if the change in control price is equal to or greater than $25.00 but less than $29.00, 6/7 of the total PRSUs (less the sum of any previously vested or forfeited PRSUs) if the change in control price is equal to or greater than $29.00 but less than $33.00, and all of the remaining PRSUs if the change in control price is equal to or greater than $33.00. |

  81. Compensation Elements

    The Compensation Committee and the Board developed Mr. Nejatian’s equity compensation package by considering Mr. Nejatian’s expected criticality to the success of the business and achieving our long-term profitability goals and taking into account the size and structure necessary to induce Mr. Nejatian to join the Company. Our Compensation Committee and Board determined that significant equity awards substantially all in the form of PRSUs with performance-based vesting tied to challenging and rigorous stock price hurdles and service-based vesting requirements would be the most motivating form of compensation for Mr. Nejatian. Further, we believe the size and structure of the award aligns Mr. Nejatian’s interests as CEO with our stockholders and durable long-term goals more effectively than providing more traditional compensation such as a base salary, an annual bonus opportunity, or an annual long-term incentive award. Accordingly, the awards granted to Mr. Nejatian are designed to not only motivate him to continue to lead the Company over the long term, but to also provide him with a significant incentive to create meaningful stockholder value above the trading price of our Common Stock at the time he joined the Company. The closing price of our Common Stock on the date that Mr. Nejatian was appointed CEO, September 10, 2025, was $5.86. This represented a significant increase from the Company's Common Stock price earlier in 2025, which had traded below $1.00 per share as recently as June 2025. The stock price hurdles embedded in Mr. Nejatian's PRSU awards were established relative to the stock price at the time of his appointment, and accordingly require sustained stock price appreciation above the higher baseline at which the awards were granted. The

  82. Compensation Elements

    structure of Mr. Nejatian’s compensation package helps ensure that he will continue to work closely with the Board and our management team to execute on our objectives that are critical to achieving our profitability and performance goals over the long-term of the awards. Beginning in 2027, we expect that performance-based equity awards will comprise 100% of Mr. Nejatian’s compensation opportunity. Awards to Other NEOs Pursuant to each of their respective employment offer letters, each of Ms. Schwartz, Mr. Matheson and Ms. LeGrice was granted an award of PRSUs in December 2025 (“First PRSU Award”) in connection with the commencement of their employment (or appointment as CFO, in the case of Ms. Schwartz) that is eligible to vest based on both performance-based conditions tied to a stock price hurdle and time-based vesting conditions. The First PRSU Award will time-vest as to 20% of the PRSUs on April 15, 2026 and as to the remaining 80% in quarterly installments thereafter, such that 100% of the award will satisfy the time-based vesting condition on April 15, 2030, subject to the NEO’s continued employment through each applicable vesting date. The First PRSU Award is also subject to the achievement of the Stock Price Gate over the 30 trading day period preceding each applicable vesting date or any of the four immediately following vesting dates. The table below sets forth the number of PRSUs subject to the First PRSU Award granted to each of the applicable NEOs:

  83. Compensation Elements

    Pursuant to each of their respective employment offer letters, each of Ms. Schwartz, Mr. Matheson and Ms. LeGrice was also granted a second award of PRSUs in December 2025 (“Second PRSU Award”) in connection with the commencement of their employment (or appointment as CFO, in the case of Ms. Schwartz) that has a performance period beginning on October 15, 2026 (or April 15, 2026 in the case of Mr. Matheson) and ending on October 15, 2030 and is divided into 7 equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing price stock price hurdle (equal to $9 (“Tranche 1”), $13 (“Tranche 2”), $17 (“Tranche 3”), $21 (“Tranche 4”), $25 (“Tranche 5”), $29 (“Tranche 6”) and $33 (“Tranche 7”)) over a 30 trading day period that both begins and ends during the performance period. In addition, each tranche is subject to a time-based vesting condition: Tranche 1 vests on April 15, 2026; Tranche 2 vests in four quarterly installments starting July 15, 2026; Tranche 3 vests in four quarterly installments starting July 15, 2027; Tranches 4 and 5 vest in four quarterly installments starting July 15, 2028; Tranche 6 vests in four quarterly installments starting July 15, 2029; and Tranche 7 vests in four quarterly installments starting January 15, 2030, such that time-based vesting condition will be satisfied with respect to 100% of the award on October 15, 2030. The table below sets forth the number of PRSUs subject to the Second PRSU Award granted to each of the applicable NEOs:

  84. Compensation Elements

    In addition, Ms. LeGrice was granted an additional time-based sign-on equity award of 500,000 TRSUs that vests over a period of five years from October 15, 2025, with 20% vesting on the six-month anniversary of the vesting commencement date, and the remainder vesting in quarterly installments thereafter. The TRSUs are subject to full accelerated vesting upon Ms. LeGrice’s involuntary termination of employment without cause or for good reason. Finally, in connection with her appointment as our interim CFO, in November 2025, Ms. Schwartz was granted a special retention award of 400,641 TRSUs, which vests in three equal installments on each of November 15, 2025, February 15, 2026 and May 15, 2026, subject to full acceleration if Ms. Schwartz is terminated other than for cause before May 15, 2026. In determining the foregoing awards to the above NEOs, the Compensation Committee took into account the equity compensation the officer would forego at their previous position (if applicable), the level of equity compensation necessary to induce them to join the Company, and the extent to which each officer’s AI capabilities, dedication to collective success, and execution are critical to achieving our long-term performance and profitability goals. The Compensation Committee additionally determined that significant equity awards, substantially in the form of PRSUs with performance-based vesting

  85. Compensation Elements

    tied to challenging and rigorous stock price hurdles and service-based vesting requirements, would most effectively align such NEOs’ interests as officers with our stockholders and durable long-term goals more effectively than providing more traditional compensation elements such as an annual bonus opportunity or an annual long-term incentive award. In 2025, our current non-CEO NEOs’ compensation was approximately 88.6% performance-based on an aggregate basis. Accelerated Vesting Provisions of PRSUs Granted to Our Other NEOs The First PRSU Award granted to our other NEOs includes certain termination-related vesting provisions generally providing for, in the event of an involuntary termination of employment without cause or for good reason, accelerated vesting of up to 1/10th of the First PRSU Award, regardless of the achievement of the Stock Price Gate. The First PRSU Award is also subject to certain double trigger vesting provisions that apply in connection with a change in control. In the event of a change in control, provided the change in control price of our Common Stock equals or exceeds the Stock Price Gate, each NEO will remain eligible to time-vest in the PRSUs following the change in control. In the event the NEO’s employment is terminated by us without cause or by the NEO for good reason, in each case within 3 months prior to or 12 months following a change in control, the NEO will vest in a number of the earned PRSUs in which he or she remains eligible to vest following the change in control determined based on the change in control price of our Common Stock (5/7 of the total PRSUs (less the sum of any previously vested or forfeited PRSUs) if the change in control price is equal to or greater than $25.00 but less than $29.00, 6/7 of the total PRSUs (less the sum of any previously vested or forfeited PRSUs) if the change in control price is equal to or greater than $29.00 but less than $33.00, and all of the remaining PRSUs if the change in control price is equal to or greater than $33.00. With respect to the Second PRSU Award granted to our other NEOs, upon a termination due to the NEO’s death or disability, each tranche for which the stock price hurdle has been achieved but which remains subject to a time-vesting requirement will immediately vest. In addition, upon the NEO’s involuntary termination of employment without cause or by the NEO for good reason, the NEO will be treated as if he or she had remained employed for an additional 60 trading days for purposes of the achievement of any time-based vesting condition and the performance-based vesting condition applicable to the tranche with the lowest stock price hurdle that remains unvested as of the NEO’s termination date. The Second PRSU Award is also subject to certain double trigger vesting provisions that apply in connection with a change in control. In the event of a change in control, any tranche for which the stock price hurdle is achieved based on the change in control price of our Common Stock will remain eligible to time-vest following the change in control. In the event the NEO’s employment is terminated by us without cause or by the NEO for good reason, in each case within 3 months prior to or 12 months following a change in control, the NEO will vest in a number of the earned PRSUs in which he or she remains eligible to vest following the change in control determined based on the change in control price of our Common Stock (5/7 of the total PRSUs (less the sum of any previously vested or forfeited PRSUs) if the change in control price is equal to or greater than $25.00 but less than $29.00, 6/7 of the total PRSUs (less the sum of any previously vested or forfeited PRSUs) if the change in control price is equal to or greater than $29.00 but less than $33.00, and all of the remaining PRSUs if the change in control price is equal to or greater than $33.00. Health and Welfare Benefits Our NEOs are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried U.S. employees, subject to the terms and eligibility requirements of such plans. These benefits include medical, dental and vision insurance, business travel insurance, an employee assistance program, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, commuter benefits and reimbursement for mobile phone coverage. We also sponsor a Section 401(k) retirement savings plan (the “Section 401(k) Plan”) that provides our executive officers, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis subject to the limits imposed by the Internal Revenue Code of 1986, as amended (the “Code”), to the same extent as our other eligible full-time employees (with the exception of our CEO, who is not eligible for the Company 401(k) plan contribution). Participants are able to defer up to 90% of their eligible compensation subject to applicable annual limits under the Code. All participants’ interests in their deferrals are 100% vested when contributed. In 2025, we contributed up to $1,100 to employees’ 401(k) accounts. We believe that providing a vehicle for tax-deferred retirement savings through our Section 401(k) Plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs.

  86. Employment Offer Letters

    Employment Offer Letters We enter into written employment offer letters with each of our executive officers. Each of these employment offer letters is approved by our Compensation Committee or the Board. We believe that these arrangements are necessary to secure the services or the continued service of these individuals in a highly competitive job market. None of these employment offer letters has a specific term, each letter provides for “at will” employment (meaning that either we or the NEO may terminate the employment relationship at any time without cause), and each agreement generally sets forth the NEO’s base salary, eligibility to participate in our employee benefit plans and programs in effect for similarly situated employees during their employment. In some instances, these employment offer letters provided for a sign-on bonus and/or retention payment and, in certain instances, provided for certain of the NEOs to receive equity awards on the terms and conditions as set forth in the employment offer letter. In addition, each NEO either agreed to execute and be bound by our Confidential Information and Inventions Assignment Agreement or confirmed that the NEO agreed to continue to be bound by the Confidential Information and Inventions Assignment Agreement they had previously executed, which contains, among other things, restrictive covenants pursuant to which such officers agree (i) to refrain from soliciting our customers during the term of their employment and (ii) to refrain from soliciting our employees during the term of their employment and for a period of 12 months thereafter. The Company’s standard Confidential Information and Invention Assignment Agreement for executive officers does not contain any non-competition restrictive covenants to the extent prohibited by applicable law. Kaz Nejatian On September 10, 2025, we entered into an offer letter with Kaz Nejatian in connection with his appointment as our CEO (the “Nejatian Offer Letter”), pursuant to which Mr. Nejatian is entitled to receive an annual base salary of $1, is not eligible to receive an annual bonus and received certain equity make-whole awards and equity awards, as described above under “Cash Make-Whole Compensation to CEO” and “Long-Term Equity Compensation—2025 Make-Whole and Sign-On Equity Awards.” In addition, pursuant to his offer letter, Mr. Nejatian was also granted a $15,000,000 cash make-whole award that will vest on the 9 month-anniversary of his employment commencement date, subject to his continued employment as CEO of the Company through such vesting date. Christina Schwartz Ms. Schwartz previously served as our Chief Accounting Officer until May 2, 2025, pursuant to a transition agreement with us dated September 30, 2024 (the “Schwartz Transition Agreement”). Under the Schwartz Transition Agreement, Ms. Schwartz received a monthly base salary of $66,666.67 for the period from November 4, 2024 to May 2, 2025. Upon Ms. Schwartz’s termination of employment on May 2, 2025, in exchange for a release of claims, she was entitled to receive cash severance in the amount of $200,000, payable in monthly installments over 6 months, a cash payment equal to the Company's best estimate of the monthly premiums for COBRA continuation coverage for Ms. Schwartz and her eligible

  87. Employment Offer Letters

    Amended Radhakrishna Offer Letter but he was guaranteed a minimum annual bonus for 2025 of $500,000 in order to recognize his increased responsibilities and willingness to step into the new role in light of the leadership transition. The Amended Radhakrishna Offer Letter further provided for a one-time special cash bonus in the amount of $250,000 to Mr. Radhakrishna, which was paid immediately. Mr. Radhakrishna’s eligibility for severance payments and benefits upon certain qualifying terminations of employment continues to be governed by the Company’s Executive Severance Plan, under which he has been designated as a Tier 1 participant. Mr. Radhakrishna ceased serving as an executive officer in December 2025 and continues as a non-executive employee.

  88. Post-Employment Compensation

    Post-Employment Compensation Severance Plan We maintain an Executive Severance Plan (the “Severance Plan”), effective as of December 22, 2022, and amended on February 26, 2024, under which our executive officers are eligible to receive severance payments and benefits in connection with certain qualifying terminations of their employment, subject to the conditions set forth in the Severance Plan. The Severance Plan is intended to provide a consistent framework to address covered terminations and help maintain our executive officers’ continued focus on their assigned duties to maximize stockholder value if there is a potential change in control transaction. Each of Ms. Schwartz, Mr. Matheson, Ms. LeGrice and Mr. Radhakrishna is eligible to participate in the Severance Plan. While Ms. Wheeler and Ms. Schaub were eligible to participate in the Severance Plan, they did not receive any severance benefits under the Severance Plan in connection with their resignations during 2025. Mr. Freiha was a participant in the Severance Plan and received certain severance benefits in connection with his departure from the Company. A description of the advisory and separation arrangements with each of Ms. Wheeler and Mr. Freiha is set forth below. The Severance Plan provides that upon our termination of a participant’s employment without “cause,” or upon a resignation by the participant for “good reason,” in either case within the period beginning three months before and ending 12 months following a “change in control” (each as defined in the Severance Plan), the participant shall receive (i) a cash severance payment equal to the participant’s then-current base salary multiplied by 1.5 for our CEO or 1.0 for our other NEOs, paid in installments over an 18- or 12-month period, respectively, (ii) a pro rata portion of the participant’s target annual cash bonus for the year of termination, paid in installments over 18 months for our CEO or 12 months for our other NEOs, (iii) payment or reimbursement of the cost of COBRA premiums for the participant and the participant’s dependents for up to 18 months for our CEO or 12 months for our other NEOs, and (iv) 100% acceleration of the vesting of the participant’s then-outstanding unvested equity awards that are subject solely to time-based vesting requirements. Upon any other termination by us without cause or upon a resignation by an eligible participant for good reason, the participant will receive (i) a cash severance payment equal to the sum of the participant’s then-current base salary plus target bonus, in the case of our CEO, and a cash severance payment equal to the participant’s then-current base salary multiplied by 0.5, in the case of our other NEOs, paid in installments over 12 months for our CEO and six months for our other NEOs, (ii) payment or reimbursement of the cost of the COBRA premiums for the participant and the participant’s dependents for up to 12 months, and (iii) acceleration of the vesting of the portion of the participant’s then-outstanding unvested equity awards that are subject solely to time-based vesting requirements and that would otherwise vest within the 12- or six-month period after termination for our CEO or our other NEOs, respectively (or, 12 months if any NEO other than our CEO has been employed for less than 12 months). For purposes of the Severance Plan, “cause” has the meaning set forth in the participant’s offer letter agreement, employment agreement or similar agreement with the participant’s employer, or, in the absence of such agreement, or if such agreement does not have a definition of “cause,” means: (a) the participant’s commission of any act that constitutes a felony or any crime involving dishonesty or moral turpitude, (b) the participant’s engaging in any act of fraud or embezzlement, whether or not related to the business of the Company, or any other act of material dishonesty against the Company or any of its Affiliates, (c) any material breach by the participant of any offer letter agreement, employment agreement or similar agreement with the participant’s employer, or of the Employee Confidential Information and Invention Assignment Agreement or similar agreement or of any material written policy of the Company and, if curable, the participant’s failure to cure such breach within 30 days after receiving written notice thereof; (d) the willful and continued failure by the participant to substantially perform the participant’s duties to the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that identifies with reasonable specificity the manner in which the Company believes the participant has not substantially performed the participant’s duties, which is not cured within 30 days after

  89. Post-Employment Compensation

    notice of such failure has been given to the participant by the Company; (e) the willful engaging by the participant in misconduct or gross neglect (including any conduct that is in violation of the written employee workplace policies of the Company) that is injurious to the Company, monetarily, in reputation or otherwise; or (f) any other intentional act causing material damage to the Company’s business, property or reputation. For purposes of the Severance Plan, “good reason” has the meaning set forth in the participant’s offer letter agreement, employment agreement or similar agreement with the participant’s employer, or, in the absence of such agreement, or if such agreement does not have a definition of “good reason,” means the occurrence of any of the following events without the participant’s written consent: (a) a reduction by the Company or its successor of more than 20% in the participant’s rate of annual base salary, unless such reduction is in connection with and proportional to reductions to the base salary reductions of other executives of the Company; (b) a material reduction in the participant’s job responsibilities, duties or authority (provided that a mere change in title to an employment position that is substantially similar to the prior employment position shall not constitute a material reduction in job responsibilities, duty or authority); or (c) a change in the geographic location of the Participant’s principal place of employment to any location more than 50 miles from the Participant’s current principal place of employment. Notwithstanding the foregoing, “good reason” will not exist for purposes of the Severance Plan unless, within 30 days after the initial occurrence of a circumstance that the participant believes in good faith to constitute good reason, the Participant delivers written notice to the Company setting forth with specificity such circumstance the Participant believes in good faith constitutes good reason, the Company fails to cure any claimed event of good reason (if capable of cure) within 30 days after receipt of such notice, and the participant actually terminates their employment no later than 30 days following the expiration of the Company’s cure period. To receive the severance, the participant must execute and deliver a release of claims in favor of the Company and continue to comply with restrictive covenants applicable to the participant. We are not obligated to provide tax reimbursements or “gross-ups” to any of our executive officers, including our NEOs, in the event that the compensation and benefits received under the Severance Plan or otherwise would result in the imposition of excise taxes on the named executive officer under Section 4999 of the Internal Revenue Code. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of the Company, is essential to attracting and retaining highly-qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining our NEOs’ compensation. We do believe, however, that these arrangements are necessary to offer competitive compensation packages. Advisory Agreement with Carrie Wheeler In connection with Ms. Wheeler’s resignation as our Chief Executive Officer, we entered into an Advisory Agreement with Ms. Wheeler on August 15, 2025 (the “Advisory Agreement”). Pursuant to the Advisory Agreement, Ms. Wheeler agreed to provide advisory services to the Board in order to ensure an orderly transition of the Chief Executive Officer role, beginning on August 15, 2025 through December 31, 2025 (the “Advisory Term”). During the Advisory Term, Ms. Wheeler was entitled to receive cash compensation of $62,500 per month upon completion of each month of services, and reimbursement of COBRA premiums. In addition, Ms. Wheeler’s outstanding TRSUs continued to vest during the Advisory Term. Ms. Wheeler’s advisory services ended on December 31, 2025. Separation Agreement with Selim Freiha Mr. Freiha departed the Company on September 19, 2025. In connection with Mr. Freiha’s departure from the Company, we entered into a separation and release agreement with Mr. Freiha, pursuant to which he received the benefits under the Severance Plan upon a termination without “cause” not in connection with a “change in control,” described below under the section titled “Potential Payments Upon Termination or Change in Control.”

  90. Equity Grant Policies and Practices

    Equity Grant Policies and Practices In response to Item 402(x)(1) of Regulation S-K, we do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

  91. Tax and Accounting Considerations

    including our NEOs, in a manner that is in the best interest of our stockholders and reserves the right to make compensation decisions that may not be deductible under Section 162(m) where the Compensation Committee determines the compensation to be appropriate and in the best interests of the Company and our stockholders. Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is the Financial Accounting Standard Board’s Accounting Standards Codification, Compensation – Stock Compensation (Topic 718) (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized on a straight-line basis for TRSUs and using an accelerated attribution approach for PRSUs over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  92. Summary Compensation Table

    Summary Compensation Table The table below shows compensation of our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023, to the extent such persons served as NEOs during such period.

  93. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Kaz Nejatian(4) Chief Executive Officer | 2025 | — | — | 741,137,105 | — | 741,137,105 | | Christina Schwartz(5) Chief Financial Officer | 2025 | 577,778 | | 20,793,899 | 263,300 | 21,634,977 | | | 2024 | 452,917 | 200,000 | 1,210,316 | 500 | 1,863,733 | | | 2023 | 352,042 | 425,000 | | | 777,042 | | Lucas Matheson(6) President | 2025 | 13,021 | — | 9,342,384 | | 9,355,405 | | Giang LeGrice(7) Chief Operating Officer | 2025 | 140,833 | 1,000,000 | 52,068,210 | | 53,209,043 | | Shrisha Radhakrishna(8) Chief Technology & Product Officer and Former President and Interim Principal Executive Officer | 2025 | 575,556 | 1,000,000 | 380,137 | 600 | 1,956,293 | | Carrie Wheeler(9) Former Chief Executive Officer | 2025 | 468,750 | — | 4,159,110 | 287,085 | 4,915,245 | | | 2024 | 750,000 | — | | 500 | 750,500 | | | 2023 | 750,000 | 250,000 | 16,566,265 | | 17,566,265 | | Selim Freiha(10) Former Chief Financial Officer | 2025 | 374,306 | 525,000 | 380,137 | 394,300 | 1,673,743 | | | 2024 | 79,167 | 375,000 | 6,200,000 | 4,378 | 6,658,545 | | Sydney Schaub(11) Former Chief Legal Officer | 2025 | 399,167 | 100,000 | 863,215 | 450 | 1,362,832 | | | 2024 | 409,375 | — | 1,452,376 | 500 | 1,862,252 | | | 2023 | 350,000 | 175,000 | | | 525,000 |

  94. Summary Compensation Table

    | (1) Amounts for fiscal year 2025 represent, in the case of Ms. LeGrice, a cash sign-on bonus; in the case of Mr. Radhakrishna, the second installment of his sign-on bonus, a cash retention bonus and a guaranteed 2025 annual bonus; in the case of Mr. Freiha, the second installment of his sign-on bonus and a cash retention bonus; and in the case of Ms. Schaub, a cash retention bonus. |

  95. Summary Compensation Table

    | (2) Amounts listed represent the aggregate grant date fair value of TRSU and PRSU awards granted during the fiscal year referenced, computed in accordance with FASB ASC Topic 718. The grant date fair value of TRSU awards is calculated using the closing price per share of our Common Stock on the date of grant multiplied by the number of TRSUs. The grant date fair value of PRSU awards other than market condition PRSU awards is calculated using the closing price per share of our Common Stock on the date of grant multiplied by the number of PRSUs, as adjusted by the probability of achievement of the applicable performance objectives at the time of grant. With respect to the PRSUs granted in 2025 that are not tied to a market condition, the PRSUs vest based on the achievement of performance objectives for 2025 and the probability of achievement was assumed to be 100%, which represents the maximum level of performance under the PRSUs granted in 2025. With respect to the PRSUs granted in 2024, the probability of achievement was assumed to be 100%, which also represents the maximum level of performance under the PRSUs granted in 2024. The 2024 PRSUs vest based on the achievement of performance objectives for 2024. These amounts do not reflect the actual economic value that may be realized by the NEO. |

  96. Summary Compensation Table

    The grant date fair value of the market condition PRSU awards granted in 2025 is estimated using a Monte Carlo simulation model, based on the assumptions set forth in Note 12, Share-Based Awards to the consolidated financial statements included in our 2025 Annual Report. Among the other assumptions set forth in Note 12, Share-Based Awards, such Monte Carlo simulation model assumed volatility of our Common stock of approximately 110% for purposes of the valuation of the market condition PRSUs based on the historical closing trading price of our Common Stock. For additional information regarding the stock-based awards granted to our NEOs, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2025 Annual Report.

  97. Summary Compensation Table

    | (3) Amounts for fiscal 2025 represent (i) 401(k) employer contributions for each of Mr. Radhakrishna and Ms. Schaub, (ii) $300 in 401(k) employer contributions, $231,056 in cash severance, and $31,944 in tax gross up payment on the portion of the cash severance intended to reimburse COBRA costs, for Ms. Schwartz, (iii) $300 in 401(k) employer contributions and $287,085 in exchange for advisory services to the Company for Ms. Wheeler, and (iv) $300 in 401(k) employer contributions, $357,616 in cash severance and $36,384 in tax gross up payment on the portion of the cash severance intended to reimburse COBRA costs for Mr. Freiha. |

  98. Summary Compensation Table

    | (4) Effective September 10, 2025, Mr. Nejatian commenced serving as our Chief Executive Officer. |

  99. Summary Compensation Table

    | (5) Ms. Schwartz commenced serving as our interim CFO, effective as of September 30, 2025, and as our CFO, effective as of January 1, 2026. She also previously served as interim CFO from December 2022 to November 2024. |

  100. Summary Compensation Table

    | (6) Effective December 22, 2025, Mr. Matheson commenced serving as our President. |

  101. Summary Compensation Table

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 53 |

  102. Summary Compensation Table

    | (7) Effective November 5, 2025, Ms. LeGrice commenced serving as our Chief Operating Officer. |

  103. Summary Compensation Table

    | (8) Effective August 15, 2025, Mr. Radhakrishna transitioned from our Chief Technology & Product Officer to become our President and interim Principal Executive Officer. In connection with Mr. Nejatian’s appointment as our Chief Executive Officer effective September 10, 2025, Mr. Radhakrishna no longer served as our interim Principal Executive Officer. In addition, in connection with Mr. Matheson’s appointment as our President on December 22, 2025, Mr. Radhakrishna ceased to serve as our President (but retained the title of Chief Technology & Product Officer), effective as of December 10, 2025. |

  104. Summary Compensation Table

    | (9) Ms. Wheeler resigned from her position as Chief Executive Officer, effective August 15, 2025, and served as an advisor to the Company through December 31, 2025. |

  105. Summary Compensation Table

    | (10) Mr. Freiha ceased serving as our CFO, effective September 19, 2025. |

  106. Summary Compensation Table

    | (11) Ms. Schaub resigned from her position as Chief Legal Officer, effective November 7, 2025, and served as an advisor to the Company through November 21, 2025. |

  107. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The figures in the table below show plan-based awards made in fiscal year 2025 to our NEOs. The equity-incentive plan awards and other stock awards were granted under our 2020 Plan, except as otherwise indicated below.

  108. 2025 Grants of Plan-Based Awards

    | Name | Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Kaz Nejatian | PRSU(3) | 9/15/2025 | — | — | — | — | 40,886,344 | — | — | 366,811,835 | | | PRSU(4) | 9/15/2025 | — | — | — | — | 40,886,344 | — | — | 359,317,368 | | | TRSU(5) | 9/15/2025 | — | — | — | — | — | — | 1,580,611 | 15,007,901 | | Christina | PRSU(6) | 12/31/2025 | — | — | — | — | 1,695,000 | — | — | 8,680,943 | | Schwartz | PRSU(7) | 12/31/2025 | — | — | — | — | 1,695,000 | — | — | 8,715,521 | | | TRSU(8) | 11/11/2025 | — | — | — | — | — | — | 400,641 | 3,397,436 | | Lucas | PRSU(6) | 12/22/2025 | — | — | — | — | 854,153 | — | — | 4,424,000 | | Matheson | PRSU(7) | 12/22/2025 | — | — | — | — | 854,153 | — | — | 4,918,384 | | Giang | PRSU(6) | 12/10/2025 | — | — | — | — | 3,600,000 | — | — | 22,603,320 | | LeGrice | PRSU(7) | 12/10/2025 | — | — | — | — | 4,100,000 | — | — | 25,964,890 | | | TRSU(9) | 12/10/2025 | — | — | — | — | — | — | 500,000 | 3,500,000 | | Shrisha Radhakrishna | Annual Bonus | | 122,500 | 350,000 | 700,000 | — | — | — | — | — | | | PRSU(10) | 3/13/2025 | — | — | — | 171,233 | 342,466 | 684,932 | — | 380,137 | | Carrie Wheeler | Annual Bonus | | 131,250 | 375,000 | 750,000 | — | — | — | — | — | | | PRSU(10)(11) | 3/27/2025 | — | — | — | 1,027,398 | 2,054,795 | 4,109,590 | — | 2,404,110 | | | TRSU(12) | 3/27/2025 | — | — | — | — | — | — | 1,500,000 | 1,755,000 | | Selim Freiha | Annual Bonus | | 122,500 | 350,000 | 700,000 | — | — | — | — | — | | | PRSU(10)(13) | 3/13/2025 | — | — | — | 171,233 | 342,466 | 684,932 | — | 380,137 | | Sydney Schaub | Annual Bonus | | 122,500 | 350,000 | 700,000 | — | — | — | — | — | | | PRSU(10)(14) | 3/13/2025 | — | — | — | 143,836 | 287,671 | 575,342 | — | 319,315 | | | TRSU(15) | | — | — | | — | — | — | 490,000 | 543,900 |

  109. 2025 Grants of Plan-Based Awards

    | (1) Amounts in this column represent threshold, target and maximum annual cash bonus opportunities for the NEOs in 2025 under our annual performance bonus plan, which is described above under “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Performance Bonuses.” The 2025 annual bonuses were based on the achievement of an ANI performance goal. Because the threshold performance goal for ANI was not attained under the 2025 annual bonus program, the bonus eligible NEOs received no payout under the 2025 annual bonus plan. Ms. Wheeler, Mr. Freiha and Ms. Schaub were not employed by the Company at the time the cash bonus amounts were determined and accordingly were ineligible to receive a 2025 annual bonus payment. Mr. Nejatian, Mr. Matheson and Ms. LeGrice were not eligible to participate in our performance bonus program for fiscal year 2025. |

  110. 2025 Grants of Plan-Based Awards

    | (2) Amounts listed in this column represent the applicable grant date fair value of each TRSU and PRSU award granted during the fiscal year referenced, computed in accordance with FASB ASC Topic 718. The grant date fair value of PRSU awards other than market condition PRSU awards is calculated using the closing price per share of our Common Stock on the date of grant multiplied by the number of PRSUs, as adjusted by the probability of |

  111. 2025 Grants of Plan-Based Awards

    | 54 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  112. 2025 Grants of Plan-Based Awards

    achievement of the applicable performance objectives at the time of grant. With respect to the PRSUs granted in 2025, the probability of achievement was assumed to be 100%, which represents the maximum level of performance under the PRSUs granted in 2025. The 2025 PRSUs vest based on the achievement of performance objectives for 2025. The grant date fair value of the market condition PRSU awards granted in 2025 is estimated using a Monte Carlo simulation model, based on the assumptions set forth in Note 12, Share-Based Awards to the consolidated financial statements included in our 2025 Annual Report. For additional information regarding the stock-based awards granted to our NEOs, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2025 Annual Report.

  113. 2025 Grants of Plan-Based Awards

    | (3) Represents stand-alone inducement grant of PRSUs. The PRSUs are eligible to vest in installments over a period of five years, with 20% vesting on September 15, 2026, and the remainder vesting in quarterly installments thereafter, subject to the achievement of an average closing stock price that equals or exceeds $6.24 over the 60 trading day period preceding the applicable vesting date or any of the four quarterly vesting dates immediately following the applicable vesting date. |

  114. 2025 Grants of Plan-Based Awards

    | (4) Represents stand-alone inducement grant of PRSUs. The PRSUs are eligible to vest in seven equal tranches over a period of five years, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing stock price hurdle (equal to $9 (“Tranche 1”), $13 (“Tranche 2”), $17 (“Tranche 3”), $21 (“Tranche 4”), $25 (“Tranche 5”), $29 (“Tranche 6”) and $33 (“Tranche 7”)), as measured over a 60 trading day period that begins no earlier than September 15, 2026. In addition, each tranche is subject to a time-based vesting condition whereby Tranche 1 will vest on September 15, 2026, Tranches 2 and 3 will vest quarterly over the second and third years following the grant date, respectively, Tranches 4 and 5 will vest quarterly over the fourth year following the grant date, and Tranches 6 and 7 will vest quarterly over the fifth year following the grant date. |

  115. 2025 Grants of Plan-Based Awards

    | (5) The TRSUs will vest in full on June 15, 2026, subject to continued employment with us through the vesting date. |

  116. 2025 Grants of Plan-Based Awards

    | (6) The PRSUs are eligible to vest in installments, with 20% vesting on April 15, 2026, and the remainder vesting in substantially equal quarterly installments thereafter through April 15, 2030, subject to the achievement of an average closing stock price that equals or exceeds $6.24 over a 30 day trading period preceding the applicable vesting date or any of the four quarterly vesting dates immediately following the applicable vesting date. |

  117. 2025 Grants of Plan-Based Awards

    | (7) The PRSUs are eligible to vest in seven equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing stock price hurdle (equal to $9 (“Tranche 1”), $13 (“Tranche 2”), $17 (“Tranche 3”), $21 (“Tranche 4”), $25 (“Tranche 5”), $29 (“Tranche 6”) and $33 (“Tranche 7”)), as measured over a 30 trading day period that commences on October 15, 2026 (or April 15, 2026 in the case of Mr. Matheson) and ends on October 15, 2030, as well as satisfying applicable time-based vesting conditions. |

  118. 2025 Grants of Plan-Based Awards

    | (8) The TRSUs vest over six months commencing on November 15, 2025, with 1/3rd of the total number of units subject to the award vesting on each of November 15, 2025, February 15, 2026, and May 15, 2026. |

  119. 2025 Grants of Plan-Based Awards

    | (9) The TRSUs are subject to a five-year vesting schedule with 20% vesting on April 15, 2026 and the remainder vesting in substantially equal quarterly installments thereafter. |

  120. 2025 Grants of Plan-Based Awards

    | (10) The PRSUs were eligible to vest upon the attainment of a PLP goal over the 2025 calendar year. The number of PRSUs eligible to vest could have varied from 0% to 200%. The extent to which PRSUs were eligible to vest was determined based on the performance level achieved, with 0% vesting for performance below threshold levels. In the first quarter of 2025, the Compensation Committee assessed that the threshold achievement level for the PLP goal was not attained, and, therefore, all of the PRSUs were forfeited. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity Compensation” for more information. |

  121. 2025 Grants of Plan-Based Awards

    | (11) As a result of Ms. Wheeler’s resignation from her position as Chief Executive Officer, effective August 15, 2025, and resignation as an advisor effective December 31, 2025, the PRSU award was forfeited. |

  122. 2025 Grants of Plan-Based Awards

    | (12) The TRSUs are subject to time-based vesting with 1/10th of the total number of units subject to the award vesting in quarterly installments over the next ten quarters following March 15, 2025, subject to continued employment with us through the vesting date. As a result of Ms. Wheeler’s resignation from her position as Chief Executive Officer, effective August 15, 2025, and resignation as an advisor effective December 31, 2025, 1,050,000 unvested TRSUs were forfeited. |

  123. 2025 Grants of Plan-Based Awards

    | (13) As a result of Mr. Freiha’s departure from his position as CFO, effective September 19, 2025, the PRSU award was forfeited. |

  124. 2025 Grants of Plan-Based Awards

    | (14) As a result of Ms. Schaub’s resignation from her position as Chief Legal Officer, effective November 7, 2025, and resignation as an advisor effective November 21, 2025, the PRSU award was forfeited. |

  125. 2025 Grants of Plan-Based Awards

    | (15) The TRSUs are subject to time-based vesting with 1/10th of the total number of units subject to the award vesting in quarterly installments over the next ten quarters following March 15, 2025, subject to continued employment with us through the vesting date. As a result of Ms. Schaub’s resignation from her position as Chief Legal Officer, effective November 7, 2025, and resignation as an advisor effective November 21, 2025, 392,000 unvested TRSUs were forfeited. |

  126. 2025 Grants of Plan-Based Awards

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 55 |

  127. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The figures in the table below show outstanding equity awards held by each of our NEOs as of December 31, 2025. For awards granted prior to the completion of the Business Combination, the number of shares subject to the awards have been adjusted to reflect the impact of the Business Combination. Ms. Wheeler, Mr. Freiha and Ms. Schaub did not have any outstanding equity awards at the end of fiscal year 2025 and are not included in the table below.

  128. Outstanding Equity Awards at 2025 Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(1) | | Kaz Nejatian | 09/15/2025(2) | — | — | — | — | 1,580,611 | 9,214,962 | — | — | | | 09/15/2025(3) | — | — | — | — | — | — | 40,886,344 | 238,367,386 | | | 09/15/2025(4) | — | — | — | — | — | — | 40,886,344 | 238,367,386 | | Christina Schwartz | 09/28/2016 | 59,658 | — | $0.97 | 09/27/2026 | — | — | — | — | | | 06/12/2017 | 4,043 | — | $1.02 | 6/11/2027 | — | — | — | — | | | 11/11/2025(5) | | | | | 267,095 | 1,557,164 | — | — | | | 12/31/2025(6) | | | | | — | — | 1,695,000 | $9,881,850 | | | 12/31/2025(7) | | | | | — | — | 1,695,000 | $9,881,850 | | Lucas Matheson | 12/22/2025(6) | — | — | — | — | — | — | 854,153 | 4,979,712 | | | 12/22/2025(7) | — | — | — | — | — | — | 854,153 | 4,979,712 | | Giang LeGrice | 12/10/2025(8) | | | | | 500,000 | 2,915,000 | — | | | | 12/10/2025(6) | | | | | — | — | 3,600,000 | 20,988,000 | | | 12/10/2025(7) | | | | | — | — | 4,100,000 | 23,903,000 | | Shrisha Radhakrishna | 11/19/2024(9) | | | | | 2,847,500 | 16,600,925 | | | | | 03/13/2025(10) | | | | | | | — | — | | Carrie Wheeler | — | — | — | — | — | — | — | — | — | | Selim Freiha | — | — | — | — | — | — | — | — | — | | Sydney Schaub | — | — | — | — | — | — | — | — | — |

  129. Outstanding Equity Awards at 2025 Fiscal Year End

    | (1) The amounts in this column were determined based on the closing market price of the Company’s Common Stock on December 31, 2025 of $5.83. These amounts do not reflect the actual economic value that may be realized by the named executive officer. |

  130. Outstanding Equity Awards at 2025 Fiscal Year End

    | (2) The TRSUs will vest in full on June 15, 2026, subject to continued employment with us through the vesting date. |

  131. Outstanding Equity Awards at 2025 Fiscal Year End

    | (3) The PRSUs are eligible to vest in installments over a period of five years, with 20% vesting on September 15, 2026, and the remainder vesting in quarterly installments thereafter, subject to the achievement of an average closing stock price that equals or exceeds $6.24 over the 60 trading day period preceding the applicable vesting date or any of the four quarterly vesting dates immediately following the applicable vesting date, subject to continued employment with us through the vesting date. |

  132. Outstanding Equity Awards at 2025 Fiscal Year End

    | (4) The PRSUs are eligible to vest in seven equal tranches over a period of five years, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing stock price hurdle (equal to $9 (“Tranche 1”), $13 (“Tranche 2”), $17 (“Tranche 3”), $21 (“Tranche 4”), $25 (“Tranche 5”), $29 (“Tranche 6”) and $33 (“Tranche 7”)), as measured over a 60 trading day period that begins no earlier than September 15, 2026. In addition, each tranche is subject to a time-based vesting condition whereby Tranche 1 will vest on September 15, 2026, Tranches 2 and 3 will vest quarterly over the second and third years following the grant date, respectively, Tranches 4 and 5 will vest quarterly over the fourth year following the grant date, and Tranches 6 and 7 will vest quarterly over the fifth year following the grant date. |

  133. Outstanding Equity Awards at 2025 Fiscal Year End

    | (5) The TRSUs are subject to time-based vesting with 1/3rd of the total units subject to the award having vested on November 15, 2025, 1/3rd of the total number of TRSUs having vested on February 15, 2026, and 1/3rd of the total number of RSUs to vest on May 15, 2026, subject to continued employment with us through each vesting date. |

  134. Outstanding Equity Awards at 2025 Fiscal Year End

    | (6) The PRSUs are eligible to vest in installments, with 20% vesting on April 15, 2026, and the remainder vesting in substantially equal quarterly installments thereafter through April 15, 2030, with the achievement of an average closing stock price that equals or exceeds $6.24 over a 30 day trading period preceding the applicable vesting date or any of the four quarterly vesting dates immediately following the applicable vesting date, subject to continued employment with us through the vesting date. |

  135. Outstanding Equity Awards at 2025 Fiscal Year End

    | (7) The PRSUs are eligible to vest in seven equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing stock price hurdle (equal to $9 (“Tranche 1”), $13 (“Tranche 2”), $17 (“Tranche 3”), $21 (“Tranche 4”), $25 (“Tranche 5”), $29 (“Tranche 6”) and $33 (“Tranche 7”)), as measured over a 30 trading day period that commences on October 15, 2026 (or April 15, 2026 in the case of Mr. Matheson) and ends on October 15, 2030, as well as satisfying applicable time-based vesting conditions, subject to continued employment with us through the vesting date. |

  136. Outstanding Equity Awards at 2025 Fiscal Year End

    | 56 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  137. Outstanding Equity Awards at 2025 Fiscal Year End

    | (8) The TRSUs are subject to time-based vesting over a period of five years, with 20% vesting on April 15, 2026 and the remainder vesting in substantially equal quarterly installments thereafter, subject to continued employment with us through each vesting date. |

  138. Outstanding Equity Awards at 2025 Fiscal Year End

    | (9) The TRSUs are subject to time-based vesting with 1/3rd of the total units subject to the award having vested on November 15, 2025 and 1/12th of the total units subject to the award will vest in quarterly installments over the next eight subsequent quarters, subject to continued employment with us through the vesting date. |

  139. Outstanding Equity Awards at 2025 Fiscal Year End

    | (10) Represents awards of PRSUs granted in March 2025. The PRSUs were eligible to vest upon the attainment of PLP goals in 2025. The number of PRSUs eligible to vest varied from 0% to 200%. The extent to which PRSUs were eligible to vest was determined based on the performance level achieved, with 0% vesting for performance below threshold levels. In the first quarter of 2026, the Compensation Committee assessed that the threshold achievement level for the PLP goal was not attained, resulting in a forfeiture of the awards. As a result, the awards are reflected at 0% achievement in the table above. One third of any earned PRSUs were eligible to vest on March 15, 2026, and the remaining two thirds of any earned PRSUs would have vested in eight substantially equal quarterly installments thereafter, subject to the NEO’s continued employment with us through each vesting date. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity Compensation” for more information. |

  140. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The figures in the table below show exercises of stock options and vesting of stock awards during the fiscal year ended December 31, 2025.

  141. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Kaz Nejatian | — | — | — | — | | Christina Schwartz | — | — | 272,277 | 1,218,418 | | Lucas Matheson | — | — | — | — | | Giang LeGrice | — | — | — | — | | Shrisha Radhakrishna | — | — | 1,402,500 | 11,388,300 | | Carrie Wheeler | — | — | 4,366,705 | 15,954,528 | | Selim Freiha | — | — | 1,603,281 | 13,146,904 | | Sydney Schaub | — | — | 633,536 | 2,263,726 |

  142. Option Exercises and Stock Vested in 2025

    | (1) The amounts in this column were determined based on the closing market price of the Company’s Common Stock on the trading day immediately prior to the vesting date. |

  143. Option Exercises and Stock Vested in 2025

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 57 |

  144. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below quantifies certain compensation and benefits that would have become payable to each of our NEOs (i) if their employment had terminated on December 31, 2025 without Cause or due to resignation for Good Reason, (ii) if a Change in Control had occurred on December 31, 2025, and the officer’s employment was terminated without Cause or due to resignation for Good Reason within the period beginning three months prior to and ending 12 months following such Change in Control, and (iii) if their employment had terminated on December 31, 2025 due to death or disability, as applicable. The amounts shown are estimates of the amounts that would be received upon a change in control or termination of employment based on the closing market price of the Company’s Common Stock on December 31, 2025 of $5.83; the actual amounts payable to our NEOs can be determined only at the time of any actual change in control or termination of employment. For additional discussion of the potential benefits and payments due in connection with certain terminations of employment in connection with, and outside of, a change-in-control, please see “Post-Employment Compensation” in the Compensation Discussion and Analysis. The actual amounts payable to our NEOs in the table below are estimates only and can be determined only at the time of any actual change in control or termination of employment. With respect to Ms. Wheeler, who resigned as our CEO on August 15, 2025 and subsequently entered into the Advisory Agreement on August 15, 2025, the table below reflects the compensation paid to Ms. Wheeler pursuant to the Advisory Agreement. With respect to Mr. Freiha, who ceased employment with us on September 19, 2025, the table below reflects the severance benefits that Mr. Freiha received in connection with such separation. With respect to Ms. Schaub, who resigned from her position as Chief Legal Officer effective November 7, 2025, since she did not receive any compensation or benefits in excess of what is generally provided to the Company’s salaried employees in connection with a voluntary resignation under similar circumstances, no values are reflected in the table below.

  145. Potential Payments Upon Termination or Change in Control

    | Name and Principal Position | Termination Scenario | Cash Severance $ | Health Benefits Continuation $ | Accelerated TRSUs $(1) | Accelerated PRSUs $(2) | Total $ | | Kaz Nejatian Chief Executive Officer | Termination without Cause or Resignation for Good Reason | $1 | — | $9,214,962 | $23,836,738 | $33,051,702 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $1.50 | — | $9,214,962 | — | $9,214,963 | | | Death or Disability | | | | | | | Christina Schwartz Chief Financial Officer | Termination without Cause or Resignation for Good Reason | $600,000 | $39,000 | $1,557,164 | $988,185 | $3,184,349 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $1,200,000 | $39,000 | $1,557,164 | — | $2,796,164 | | | Death or Disability | | | | | | | Lucas Matheson President | Termination without Cause or Resignation for Good Reason | $250,000 | — | — | $497,971 | $747,971 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $500,000 | — | — | — | $500,000 | | | Death or Disability | | | | | | | Giang LeGrice Chief Operating Officer | Termination without Cause or Resignation for Good Reason | $325,000 | — | $2,915,000 | $2,098,800 | $5,338,800 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $650,000 | — | $2,915,000 | — | $3,565,000 | | | Death or Disability | | | | | |

  146. Potential Payments Upon Termination or Change in Control

    | 58 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  147. Potential Payments Upon Termination or Change in Control

    | Name and Principal Position | Termination Scenario | Cash Severance $ | Health Benefits Continuation $ | Accelerated TRSUs $(1) | Accelerated PRSUs $(2) | Total $ | | Shrisha Radhakrishna Chief Technology & Product Officer and Former President and Interim Principal Executive Officer | Termination without Cause or Resignation for Good Reason | $1,050,000 | $69,000 | $8,300,462 | — | $9,419,463 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $1,400,000 | $69,000 | $16,600,925 | — | $18,069,925 | | Carrie Wheeler Former Chief Executive Officer | Voluntary Resignation | $281,250 | $5,535 | $13,018,851 | — | $13,305,636 | | Selim Freiha Former Chief Financial Officer | Termination without Cause or Resignation for Good Reason | $325,000 | $69,000 | $12,778,150 | — | $13,172,150 | | Sydney Schaub Former Chief Legal Officer | Voluntary Resignation | — | — | — | — | — |

  148. Potential Payments Upon Termination or Change in Control

    | (1) The amounts assume the value paid for each share of each class of Common Stock of the Company in connection with the change in control transaction was $5.83, the closing market price of the Company’s Common Stock on December 31, 2025 (with the exception of the cash value for Mr. Freiha, which was calculated using a closing price of $7.97 on September 30, 2025). |

  149. Potential Payments Upon Termination or Change in Control

    | (2) Represents the value of PRSUs earned as of December 31, 2025 based on the achievement of certain Company performance metrics. The amounts assume the value paid for each share of each class of Common Stock of the Company in connection with the change in control transaction was $5.83, the closing market price of the Company’s Common Stock on December 31, 2025. See “Compensation Discussion and Analysis — Compensation Elements-Long-Term Equity Compensation” for more information. |

  150. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Non-Employee Director Compensation Policy provides non-employee directors with fixed annual cash retainer fees, as well as long-term equity compensation awards, for their service on the Board. Additional fixed annual cash retainer fees are paid to non-employee directors for committee membership and chairperson service. The non-employee directors currently eligible to participate in the Non-Employee Director Compensation Policy are Adam Bain, David Benson, Dana Hamilton, Eric Feder, Keith Rabois and Eric Wu. Certain principal features of the compensation provided under the Non-Employee Director Compensation Policy are described in more detail below. The summary is qualified in its entirety by reference to the complete text of the policy. Cash Compensation Each non-employee director receives cash compensation for service on the Board. The annual cash compensation amounts are payable in equal quarterly installments, in arrears, promptly following the end of each quarter in which the service occurred, provided that the quarterly payment for each non-employee director is prorated for the portion of such calendar quarter actually served as a non-employee director.

  151. Non-Employee Director Compensation

    | • | Annual Board Service Retainer: |

  152. Non-Employee Director Compensation

    | • | All Eligible Directors: $50,000 |

  153. Non-Employee Director Compensation

    | • | Non-Executive Chair/Lead Director (as applicable): $75,000 (in lieu of above) |

  154. Non-Employee Director Compensation

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 59 |

  155. Non-Employee Director Compensation

    | • | Annual Committee Member Service Retainer: |

  156. Non-Employee Director Compensation

    | • | Member of the Audit and Risk Committee: $10,000 |

  157. Non-Employee Director Compensation

    | • | Member of the Compensation Committee: $7,500 |

  158. Non-Employee Director Compensation

    | • | Member of the Nominating Committee: $5,000 |

  159. Non-Employee Director Compensation

    | • | Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer): |

  160. Non-Employee Director Compensation

    | • | Chair of the Audit and Risk Committee: $20,000 |

  161. Non-Employee Director Compensation

    | • | Chair of the Compensation Committee: $15,000 |

  162. Non-Employee Director Compensation

    | • | Chair of the Nominating Committee: $10,000 |

  163. Non-Employee Director Compensation

    Prior to the start of each fiscal year, a non-employee director may elect to receive 100% of their annual cash compensation for the next fiscal year as TRSUs under the 2020 Plan (or any successor equity plan) for that number of shares equal to (a) the projected annual cash compensation for such non-employee director for the fiscal year based on Board and committee membership as of the first day of such fiscal year divided by (b) the average closing price per share of our Common Stock over the 20 trading days ending on the last trading day of the month preceding the month in which the TRSU grant is made (the “Share Price”). Each such grant will be granted on February 15 of the applicable fiscal year and will vest in four equal installments on the last trading day in each quarter occurring during such fiscal year. For 2025, Mr. Bain, Ms. Hamilton, Ms. Herman, Mr. Keffer, and Mr. Solomon each elected to receive their cash compensation in the form of TRSUs, which were granted on February 14, 2025. Equity Compensation On June 13, 2025, the date of our 2025 Annual Meeting of Stockholders, the non-employee directors serving at that time received their annual TRSU grant (the “Annual Grant”) for a number of shares of Common Stock equal to $200,000 divided by the Annual Grant Share Price, rounded to the nearest whole share. Each such annual grant will vest in a single installment on the earlier to occur of (a) our next annual meeting of stockholders and (b) the first anniversary of the date of grant, provided that the non-employee director continues to be a non-employee director on such vesting date. On February 26, 2025, the Board amended the Non-Employee Director Compensation Policy to provide that the share price with respect to Annual Grants will be the greater of (a) the average closing price per share of our Common Stock over the 20 trading days ending on the last trading day of the month preceding the month in which the Annual Grant is made and (b) $2.00 per share (the “Annual Grant Share Price”). As a result, on the date of our 2025 Annual Meeting of Stockholders, each non-employee director received 100,000 TRSUs. For each non-employee director in office as of immediately prior to the closing of a Change in Control (as defined in the 2020 Plan), their then-outstanding equity awards granted pursuant to the Non-Employee Director Compensation Policy will become fully vested immediately prior to the closing of such Change in Control.

  164. Non-Employee Director Compensation

    | 60 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  165. 2025 Director Compensation Table

    2025 Director Compensation Table The following table contains information concerning the compensation of our non-employee directors in fiscal year 2025.

  166. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Adam Bain | 62,500 | 60,478 | — | 122,978 | | David Benson | 63,096 | 57,500 | — | 120,596 | | Eric Feder | 64,349 | 57,500 | — | 121,849 | | Dana Hamilton | 70,000 | 60,835 | — | 130,835 | | Cipora Herman(4) | 70,000 | 3,335 | — | 73,335 | | Pueo Keffer(5) | 72,850 | 60,717 | 528,500 | 662,067 | | Keith Rabois(6) | 28,447 | — | — | 28,447 | | John Rice(7) | 36,219 | — | — | 36,219 | | Glenn Solomon(8) | 65,000 | 60,598 | — | 125,598 | | Eric Wu(9) | 15,377 | — | — | 15,377 |

  167. 2025 Director Compensation Table

    | (1) The amount of the cash retainers that our non-employee directors elected to receive in the form of TRSUs is reflected in the “Fees Earned or Paid in Cash” column, and the grant date fair value of the TRSUs granted in satisfaction of such elections on February 14, 2025 that was greater than the amount of the cash retainers to be paid in the form of TRSUs, if any, is reflected in the “Stock Awards” column. The number of TRSUs granted to each non-employee director in lieu of cash retainers for 2025, and the corresponding aggregate grant date fair value of such TRSUs, is as follows: Adam Bain, 42,244 TRSUs, $65,478; Dana Hamilton, 47,313 TRSUs, $73,335; Cipora Herman, 47,313 TRSUs, $73,335; Pueo Keffer, 45,624 TRSUs, $70,717; and Glenn Solomon, 43,934 TRSUs, $68,098. |

  168. 2025 Director Compensation Table

    | (2) Amounts listed represent the aggregate grant date fair value of awards granted during the year referenced, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts do not reflect the actual economic value that may be realized by the non-employee director. For additional information regarding the stock-based awards granted to our NEOs, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2025 Annual Report. Amounts listed include the annual TRSU award for each non-employee director and, for each non-employee director who elected to receive their cash compensation in the form of TRSUs, the grant date fair value of the TRSUs granted in satisfaction of such elections that was greater than the amount of the cash retainers. The difference in grant date fair value of the TRSUs granted in satisfaction of such elections are as follows: Adam Bain, $2,978; Dana Hamilton, $3,335; Cipora Herman, $3,335; Pueo Keffer, $3,217; and Glenn Solomon, $3,098. |

  169. 2025 Director Compensation Table

    | (3) The amounts in the All Other Compensation column represent the incremental fair value as of the modification date associated with the acceleration of the director’s equity awards, calculated in accordance with FASB ASC Topic 718. |

  170. 2025 Director Compensation Table

    | (4) Ms. Herman resigned from the Board effective February 28, 2025. The Board approved pro-rata accelerated vesting of 62,656 RSUs from Ms. Herman’s 2024 annual grant and 7,669 TRSUs from her TRSUs granted in lieu of her cash retainer for 2025, in each case, effective, as of her resignation date. The remaining 39,644 unvested RSUs held by Ms. Herman were forfeited upon her resignation. |

  171. 2025 Director Compensation Table

    | (5) Mr. Keffer resigned from the Board effective September 10, 2025. The Board approved the acceleration of Mr. Keffer's 2025 Annual Grant in recognition of Mr. Keffer's service on the Board and his active role in the CEO search process, effective as of his resignation date. |

  172. 2025 Director Compensation Table

    | (6) Mr. Rabois was appointed to the Board effective September 10, 2025. He received a prorated cash service retainer for his service as a director for the portion of the year following his appointment. |

  173. 2025 Director Compensation Table

    | (7) Mr. Rice did not stand for re-election to the Board at the 2025 Annual Meeting and retired following the 2025 Annual Meeting of Stockholders on June 13, 2025. |

  174. 2025 Director Compensation Table

    | (8) Mr. Solomon resigned from the Board effective September 10, 2025 and forfeited all then unvested RSUs upon his resignation. |

  175. 2025 Director Compensation Table

    | (9) Mr. Wu was appointed to the Board effective September 10, 2025. He received a prorated cash service retainer for his service as a director for the portion of the year following his appointment. |

  176. 2025 Director Compensation Table

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 61 |

  177. 2025 Director Compensation Table

    The table below shows the aggregate number of unvested TRSU awards held as of December 31, 2025 by each non-employee director.

  178. 2025 Director Compensation Table

    | Name | TRSUs Outstanding as of December 31, 2025 | | Adam Bain | 100,000 | | David Benson | 100,000 | | Eric Feder | 100,000 | | Dana Hamilton | 100,000 | | Cipora Herman(1) | — | | Pueo Keffer(2) | — | | Keith Rabois | — | | John Rice(3) | — | | Glenn Solomon(4) | — | | Eric Wu | — |

  179. 2025 Director Compensation Table

    | (1) Ms. Herman resigned from the Board effective February 28, 2025. |

  180. 2025 Director Compensation Table

    | (2) Mr. Keffer resigned from the Board effective September 10, 2025. |

  181. 2025 Director Compensation Table

    | (3) Mr. Rice did not stand for re-election to the Board at the 2025 Annual Meeting and retired following the 2025 Annual Meeting of Stockholders on June 13, 2025. |

  182. 2025 Director Compensation Table

    | (4) Mr. Solomon resigned from the Board effective September 10, 2025. |

  183. 2025 Director Compensation Table

    | 62 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  184. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our CEO to the annual total compensation of our median compensated employee, using the required calculations. The pay ratio included in this information is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. For 2025:

  185. CEO Pay Ratio

    | • | The annual total compensation of our median employee was $97,758.86; and |

  186. CEO Pay Ratio

    | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table in this proxy statement, was $741,137,105. |

  187. CEO Pay Ratio

    | • | The ratio of the annual total compensation of Mr. Nejatian to our median employee was 7,581:1. |

  188. CEO Pay Ratio

    For purposes of this pay ratio, both the CEO’s and the median employee’s annual total compensation were calculated in accordance with the requirements of the Summary Compensation Table. For fiscal year 2025, we used the same median employee that was identified in 2023 given there was no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in the pay ratio disclosure. For fiscal year 2023, we determined our median employee by looking at our employee population as of December 31, 2023 and used a consistently applied compensation measure (“CACM”) to all of the employees included in the calculations. Our CACM consisted of total compensation calculated in accordance with Item 402(c) of Regulation S-K (as obtained from our internal payroll systems). This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

  189. CEO Pay Ratio

    | • | As of December 31, 2023, our U.S. and non-U.S. employee population consisted of approximately 1,986 full-time and part-time employees. Employees in Canada and India were included in the calculation, and accounted for 30 and 241 employees, respectively, with 1,715 employees in the U.S. |

  190. CEO Pay Ratio

    | • | Total compensation (base salary, bonuses, plus equity incentive compensation) was selected as the most appropriate and CACM to determine the median employee. |

  191. CEO Pay Ratio

    | • | For non-U.S. employees, we used exchange rates as of December 11, 2023 of 0.012 INR and 0.734 CAD to the U.S. dollar. |

  192. CEO Pay Ratio

    We determined the median employee’s compensation for 2025 using the same methodology used for determining the total compensation of our NEOs for purposes of the Summary Compensation Table disclosed above. The median employee’s annual total compensation was determined to be $97,759 in 2025. During 2025, Mr. Nejatian served as our CEO during the period from September 10, 2025 through December 31, 2025. In a CEO transition year, the SEC rules provide two options in calculating the CEO pay ratio: combining the two CEOs’ compensation as shown in the Summary Compensation Table or using the individual serving as CEO on the date we selected to identify the median employee and annualize the compensation. As permitted by SEC rules, we selected Mr. Nejatian as our CEO since he was CEO on December 31, 2025 (which is analogous to our determination date of December 31, 2023). For purposes of determining our pay ratio, we determined Mr. Nejatian’s annual total compensation for 2025 was $741,137,105, which, as required by SEC rules, includes his annualized base salary for 2025. Mr. Nejatian’s other compensation for 2025 consisted of equity awards and reimbursement for attorney’s fees in connection with the negotiation of his offer letter, and such amounts were not annualized. The $741,137,105 figure does not represent compensation that Mr. Nejatian actually received or realized in 2025. The figure reflects the grant date fair value of equity awards granted to Mr. Nejatian in connection with his appointment as CEO, calculated in accordance with FASB ASC Topic 718. Over 97% of these equity awards consist of PRSUs that will vest only upon the achievement of rigorous stock price hurdles over multi-year performance periods—meaning the value Mr. Nejatian will actually realize, if any, is entirely contingent on sustained, long-term improvement in Opendoor's stock price. This pay ratio disclosure is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported.

  193. CEO Pay Ratio

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 63 |

  194. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (the “PvP Rules”), we are providing: (1) tabular compensation and performance disclosure for our fiscal years 2021, 2022, 2023, 2024 and 2025 and (2) additional disclosure relative to the relationship between the “Compensation Actually Paid” (“CAP”) set forth in the Pay versus Performance Table and the Company’s and the Peer Group Total Stockholder Return (“TSR”), in each case over our fiscal years 2021, 2022, 2023, 2024, and 2025. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis” in this proxy and in our proxy statements filed in 2022, 2023, 2024 and 2025. In the below pay versus performance table, we provide information about compensation of our NEOs for each of the last five fiscal years (the “Covered Years”). Additionally, we provide information about the results for certain financial performance measures during the Covered Years. Although the PvP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our NEOs actually earned in the Covered Years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PvP Rules, including adjusted values to unvested and vested equity awards during the Covered Years based on either year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance.

  195. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | | | | Year | Summary Compensation Table Total to PEO (2) | Compensation Actually Paid to (Lost by) PEO (3) | Summary Compensation Table Total to Former PEO 1 (2) | Compensation Actually Paid to (Lost by) Former PEO 1 (3) | Summary Compensation Table Total to Former PEO 2 (2) | Compensation Actually Paid to (Lost by) Former PEO 2 (3) | Summary Compensation Table Total to Former PEO 3 (2) | Compensation Actually Paid to (Lost by) Former PEO 3 (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid for Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On | | Net Income / (Loss) ($Millions) (7) | Adjusted Net Income / (Loss) ($Millions) (8) | | | | | | | | | | | | | Opendoor Total Stockholder Return (5) | Peer Group Total Stockholder Return (6) | | | | 2025 | 741,137,105 | 428,477,852 | 1,955,693 | 22,764,781 | $4,909,110 | $4,074,962 | N/A | N/A | $17,462,999 | $16,912,257 | $19 | $125 | $(1,300) | $(195) | | 2024 | N/A | N/A | N/A | N/A | $750,500 | $(30,822,125) | N/A | N/A | $5,136,683 | $2,326,493 | $5 | $117 | $(392) | $(258) | | 2023 | N/A | N/A | N/A | N/A | $17,566,265 | $67,087,377 | N/A | N/A | $838,011 | $3,103,004 | $14 | $104 | $(275) | $(778) | | 2022 | N/A | N/A | N/A | N/A | $383,334 | $(33,760,155) | $325,000 | $(191,665,693) | $2,209,789 | $(16,981,618) | $4 | $77 | $(1,353) | $(574) | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | $112,333,540 | $(95,777,677) | $24,302,144 | $5,199,835 | $47 | $112 | $(662) | $(116) |

  196. Pay Versus Performance

    | (1) Kaz Nejatian served as the Company’s Principal Executive Officer (our “PEO”) for the period September 10, 2025 to December 31, 2025. Shrisha Radhakrishna served as our PEO for the period August 15, 2025 to September 10, 2025 (“Former PEO 1”). Carrie Wheeler served as our PEO for the period January 1, 2025 to August 15, 2025, for the entirety of fiscal years 2023 and 2024 and from December 1 to December 31, 2022 (“Former PEO 2”). Our former PEO, Eric Wu, served as our PEO for the entirety of fiscal 2021 as well as January 1 to November 30, 2022 (“Former PEO 3”). The Company’s other NEOs (the “Non-PEO NEOs”) for the indicated fiscal years were as follows: |

  197. Pay Versus Performance

    | • | 2025: Christina Schwartz, Lucas Matheson, Giang LeGrice, Selim Freiha, and Sydney Schaub; |

  198. Pay Versus Performance

    | • | 2024: Selim Freiha, Sydney Schaub, Christina Schwartz, and Megan Meyer Toolson |

  199. Pay Versus Performance

    | • | 2023: Christina Schwartz, Megan Meyer Toolson, Sydney Schaub, and Daniel Morillo |

  200. Pay Versus Performance

    | • | 2022: Christina Schwartz, Sydney Schaub, Andrew Low Ah Kee, and Daniel Morillo |

  201. Pay Versus Performance

    | • | 2021: Carrie Wheeler, Andrew Low Ah Kee, Daniel Morillo, Ian Wong, and Elizabeth Stevens |

  202. Pay Versus Performance

    | (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and each former PEO, and (ii) the average of the total compensation reported in the Summary Compensation Table for the Non-PEO NEOs in the indicated year for such years. |

  203. Pay Versus Performance

    | 64 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  204. Pay Versus Performance

    | (3) Amounts reported in these columns represent the compensation actually paid to (lost by) our PEO and each former PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below: |

  205. Pay Versus Performance

    | PEO | | | | +/- | | 2025 | | | Summary Compensation Table - Total Compensation | $741,137,105 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $(741,130,175) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $428,470,922 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $— | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $— | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | = | Compensation Actually Paid | $428,477,852 |

  206. Pay Versus Performance

    | Former PEO 1 | | | | +/- | | 2025 | | | Summary Compensation Table - Total Compensation | $1,955,693 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $(380,137) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $— | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $12,044,925 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $9,144,300 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | = | Compensation Actually Paid | $22,764,781 |

  207. Pay Versus Performance

    | Former PEO 2 | | | | | | | +/- | | 2022 | 2023 | 2024 | 2025 | | | Summary Compensation Table – Total Compensation | $383,334 | $17,566,265 | $750,500 | $4,909,110 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $0 | $(16,566,265) | $0 | $(4,159,110) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $0 | $50,602,411 | $0 | $— | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(25,998,352) | $3,349,687 | $(22,123,486) | $— | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $10,589,231 | $0 | $2,481,000 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(8,145,137) | $1,546,048 | $(9,449,139) | $(1,207,592) | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | $2,051,554 | | = | Compensation Actually Paid | $(33,760,155) | $67,087,377 | $(30,822,125) | $4,074,962 |

  208. Pay Versus Performance

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 65 |

  209. Pay Versus Performance

    | Former PEO 3 | | | | | +/- | | 2021 | 2022 | | | Summary Compensation Table - Total Compensation | $112,333,540 | $325,000 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $(111,598,143) | $0 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $64,558,478 | $0 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(165,137,966) | $(7,421,831) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $19,762,150 | $0 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(15,695,736) | $(14,858,822) | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $(169,710,040) | | = | Compensation Actually Paid | $(95,777,677) | $(191,665,693) |

  210. Pay Versus Performance

    Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  211. Pay Versus Performance

    | (4) Amounts reported in this column represent the compensation actually paid to the Non-PEO NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |

  212. Pay Versus Performance

    | NEO Average | | | | | | | | +/- | | 2021 | 2022 | 2023 | 2024 | 2025 | | | Summary Compensation Table - Total Compensation | $24,302,144 | $2,209,789 | $838,011 | $5,136,683 | $17,462,999 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $(23,637,936) | $(1,551,351) | $0 | $(4,636,307) | $(16,788,456) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $11,832,656 | $572,406 | $0 | $2,652,896 | $14,033,330 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(8,760,674) | $(14,604,217) | $1,721,801 | $(343,389) | $— | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $5,537,345 | $20,842 | $0 | $388,801 | $315,565 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(3,354,547) | $(3,629,087) | $875,951 | $(872,191) | $2,736,620 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $719,153 | $0 | $332,759 | $0 | $(847,801) | | = | Compensation Actually Paid | $5,199,835 | $(16,981,618) | $3,103,004 | $2,326,493 | $16,912,257 |

  213. Pay Versus Performance

    | (5) Please see footnote 1 for the Non-PEO NEOs included in the average for each indicated fiscal year. Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The fair value as of the last day of each fiscal year or the applicable vesting date is determined (a) for stock options, based on the Black-Scholes value as of the applicable date, (b) for TRSUs, based on the stock price as of the applicable date, (c) for PRSUs that are not tied to market conditions, based on the stock price as of the applicable date, as adjusted by the probability of achievement of the applicable performance objectives at the time of grant, and (d) for PRSUs that are tied to market conditions, a Monte Carlo simulation model, based on the assumptions set forth in Note 12, Share-Based Awards to the consolidated financial statements included in our 2025 Annual Report as of the applicable date. Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our Common Stock on December 31, 2020, which was the last trading day before the earliest fiscal year in the table, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance. |

  214. Pay Versus Performance

    | 66 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  215. Pay Versus Performance

    | (6) The TSR Peer Group is the Nasdaq Real Estate and Other Financial Services Index, which is the industry-specific index the Company uses in its Annual Report on Form 10-K. This calculation assumes that $100 was invested in this index on December 31, 2020 (aligned with the period used in footnote #5 above). |

  216. Pay Versus Performance

    | (7) Amounts reported in this column represent the Company’s net income (loss) for the indicated years as reported in our 2025 Annual Report, 2024 Annual Report and 2022 Annual Report. |

  217. Pay Versus Performance

    | (8) We chose ANI as our Company-selected measure because we use our Company’s annual ANI performance to determine annual bonuses paid to our NEOs. A detailed definition of ANI and full reconciliation of ANI to its most directly comparable GAAP financial measure are included in Annex A attached to this proxy statement. |

  218. Pay Versus Performance

    Tabular List of Financial Performance Measures The following is an unranked list of the most important financial performance measures the Company used to link compensation actually paid to the NEOs to Company performance for the fiscal year ended December 31, 2025:

  219. Pay Versus Performance

    | • | ANI |

  220. Pay Versus Performance

    | • | Product-Level profit |

  221. Pay Versus Performance

    Relationship Between Pay and Performance “Compensation actually paid,” as calculated per SEC Item 402(v) of Regulation S-K, reflects cash compensation actually paid as well as changes to the fair values of equity awards during the years shown in the table based on year-end or vesting date stock prices, and various accounting valuation assumptions. Due to how CAP is calculated, the CAP as reported for each year does not reflect the actual amounts earned by our NEOs from their equity awards. CAP generally fluctuates annually due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals. Because CAP does not reflect the actual amount earned by our NEOs on their equity compensation, we do not use this measure for understanding how NEO pay aligns with our Company performance. For a discussion of how our Compensation Committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see “Compensation Discussion and Analysis” in this proxy statement and our proxy statements filed in 2021, 2022, 2023, 2024 and 2025. Below are graphs showing the relationship of “Compensation Actually Paid” to our PEOs and Non-PEO NEOs for our fiscal years 2021, 2022, 2023, 2024 and 2025 to (1) TSR of both our Common Stock and the Nasdaq Real Estate and Other Financial Services Index (assuming $100 was invested in our Common Stock on December 31, 2020, (2) our net income (loss), and (3) our ANI.

  222. Pay Versus Performance

    | Opendoor Technologies Inc. // 2026 Proxy Statement | 67 |

  223. Pay Versus Performance

    | 68 | Opendoor Technologies Inc. // 2026 Proxy Statement |

  224. Pay Versus Performance

    EQUITY COMPENSATION PLAN INFORMATION The table below summarizes our equity compensation plan information as of December 31, 2025.

  225. Pay Versus Performance

    | Plan category: | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities reflected in first column) | | Equity compensation plans approved by security holders(1) | — | — | 30,493,617(7) | | Restricted Stock Units | 50,749,486(3) | — | — | | Options to Purchase Common Stock | 3,327,337(4) | $2.65(6) | — | | Equity compensation plans not approved by security holders(2) | 83,353,299(5) | — | 18,957,958 | | Total | 137,430,122 | $2.65 | 49,451,575 |

  226. Pay Versus Performance

    | (1) Consists of the Opendoor Labs Inc. 2014 Stock Plan (the “2014 Plan”), the Opendoor Technologies Inc. 2020 Incentive Award Plan (the “2020 Plan”) and the Opendoor Technologies Inc. 2020 Employee Stock Purchase Plan (the “ESPP”). |

  227. Pay Versus Performance

    | (2) Consists of the Inducement Plan, the First CEO Sign-On PRSU Award and the Second CEO Sign-On PRSU Award. |

  228. Pay Versus Performance

    | (3) Consists of 50,749,486 outstanding TRSUs and PRSUs (assuming “target” performance) under the 2020 Plan. |

  229. Pay Versus Performance

    | (4) Consists of 3,327,337 outstanding options to purchase stock under the 2014 Plan and 0 outstanding options under the 2020 Plan. |

  230. Pay Versus Performance

    | (5) Consists of 1,580,611 outstanding TRSUs under the Inducement Plan, the First CEO Sign-On PRSU Award and the Second CEO Sign-On PRSU Award. |

  231. Pay Versus Performance

    | (6) As of December 31, 2025, the weighted-average exercise price of outstanding options under the 2014 Plan was $2.6523 and the weighted-average exercise price of outstanding options under the 2020 Plan was $0.00. |

  232. Pay Versus Performance

    | (7) No additional awards will be granted under the 2014 Plan and, as a result, no shares remain available for issuance for new awards under the 2014 Plan. The number of shares authorized under our 2020 Plan will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2030, by an amount equal to the lesser of (A) a number equal to the excess (if any) of (1) 5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding fiscal year over (2) the number of shares reserved for issuance under the 2020 Plan as of such date and (B) such smaller number of shares as determined by our Board. The number of shares authorized under our ESPP will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2030, by an amount equal to the lesser of (A) 1% of the shares of Common Stock outstanding as of the last day of the immediately preceding fiscal year and (B) such smaller number of shares of Common Stock as determined by our Board; provided, however, that no more than 54,385,060 shares of Common Stock may be issued under the ESPP. A maximum of 24,634,174 shares were eligible to be purchased during the offering period under our ESPP in effect as of December 31, 2025. |