SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
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1. Name and Address of Reporting Person*
Nejatian Kasra
(Last) (First) (Middle)
410 N. SCOTTSDALE ROAD, SUITE 1000
(Street)
TEMPE AZ 85288
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Opendoor Technologies Inc. [ OPEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/15/2025 A 40,886,344(1)(2) A $0 40,886,344 D
Common Stock 09/15/2025 A 40,886,344(1)(3) A $0 81,772,688 D
Common Stock 09/15/2025 A 1,580,611(1)(4) A $0 83,353,299 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Preliminary information about the three inducement grants was disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 11, 2025.
2. Represents an award of 40,886,344 restricted stock units that is 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.
3. Represents an award of 40,886,344 restricted stock units that is 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, $13, $17, $21, $25, $29 and $33), 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 the first tranche will vest on September 15, 2026, the second and third tranches will vest quarterly over the second and third years following the grant date, respectively, the fourth and fifth tranches will vest quarterly over the fourth year following the grant date, and the sixth and seventh tranches will vest quarterly over the fifth year following the grant date.
4. Represents an award of 1,580,611 restricted stock units that is scheduled to vest in full on June 15, 2026.
Remarks:
/s/ Sydney Schaub, Attorney-in-fact 09/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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