Opendoor Technologies Inc filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2025

(Exact name of registrant as specified in its charter)

(480) 618-6760

(Registrant’s telephone number, including area code)

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

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

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

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

Emerging growth company ☐

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

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Item 8.01

Other Events.

Opendoor Technologies Inc. (the “Company”) previously entered into share purchase agreements, dated November 6, 2025, by and between the Company and each purchaser named therein. On November 7, 2025, the Company filed a prospectus supplement, dated November 6, 2025 (the “Prospectus Supplement”), with the Securities and Exchange Commission to register the issuance and sale by the Company of an aggregate of 180,580,200 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price of $6.56 per share pursuant to the share purchase agreements and the Company’s effective shelf registration statement on Form S-3 (File No. 333-279080) (the “Registration Statement”).

The Company is filing this current report to provide the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the shares of Common Stock covered by the Prospectus Supplement, which opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

(d) Exhibits.

SIGNATURES

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

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