Opendoor Technologies Inc.OPEN
Opendoor Technologies Inc. Stock Compensation Disclosure
SHARE-BASED AWARDS
2014 Stock Plan
Our 2014 Stock Plan (the “2014 Plan”), as last amended and approved by the board of directors on February 6, 2020, allowed the Company to grant up to 106,320,623 shares of common stock to employees, directors, and non-employees pursuant to awards of stock options, restricted stock or restricted stock units (“RSUs”) granted under the 2014 Plan. Upon the Closing, the remaining unallocated share reserve under the 2014 Plan was cancelled and no new awards will be granted under the 2014 Plan. Awards outstanding under the 2014 Plan were assumed by Opendoor Technologies upon the Closing and continue to be governed by the terms of the 2014 Plan. As of December 31, 2025, the only awards remaining under the 2014 Plan are unexercised stock options.
2020 Equity Incentive Plans
In connection with the close of the Business Combination, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan”) under which 43,508,048 shares of common stock were initially reserved for issuance. The 2020 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock or cash based awards. The number of shares of the Company’s common stock available for issuance under the 2020 Plan automatically increases on the first day of each calendar year, beginning January 1, 2022 and ending on and including January 1, 2030, by 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 calendar year over (2) the number of shares of common stock then reserved for issuance under the 2020 Plan as of such date, and (b) such smaller number of shares determined by the Company’s board of directors. Pursuant to this automatic increase provision, as of December 31, 2025, 154,969,574 shares of common stock are reserved for issuance under the 2020 Plan.
In connection with the close of the Business Combination, the Company’s board of directors approved the 2020 Employee Stock Purchase Plan (“ESPP”), which was last amended on February 8, 2023. There are 5,438,506 shares of common stock initially reserved for issuance under the ESPP. The number of shares of the Company’s common stock available for issuance under the ESPP automatically increases on the first day of each calendar year, beginning January 1, 2022 and ending on and including January 1, 2030, by the lesser of (a) 1% of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year and (b) such number of shares as is determined by the Company’s board of directors; provided that, no more than 54,385,060 shares may be issued under the ESPP. Pursuant to this automatic increase provision, as of December 31, 2025, 31,949,241 shares of common stock are reserved for issuance under the ESPP. For the twelve months ended December 31, 2025 and December 31, 2024, shares issued under the ESPP were 1,591,514 at a weighted average price of $1.09 per share and 3,133,493 at a weighted average price of $1.59 per share, respectively.
2022 Inducement Plan
In July 2022, the Company’s board of directors adopted the 2022 Inducement Plan (the “Inducement Plan”). Under the Inducement Plan, 31,200,000 shares were initially reserved for issuance. The purpose of the Inducement Plan is to attract, retain and motivate prospective employees of the Company, particularly executive team members and employees joining as part of business combinations. The Inducement Plan allows for the issuance of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock or cash based awards to new employees of the Company or any subsidiary of the Company.
Stock options and RSUs
A summary of the stock option activity for the year ended December 31, 2025, is as follows:
Number of Options (in thousands) | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
| Balance – December 31, 2024 | 7,233 | $ | 2.51 | 2.4 | $ | 2 | |||||||||||||||||
| Exercised | (3,167) | 2.17 | |||||||||||||||||||||
| Expired | (739) | 3.34 | |||||||||||||||||||||
| Balance – December 31, 2025 | 3,327 | 2.65 | 2.1 | $ | 11 | ||||||||||||||||||
| Exercisable – December 31, 2025 | 3,327 | 2.65 | 2.1 | $ | 11 | ||||||||||||||||||
Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. The total intrinsic value of options exercised for the years ended December 31, 2025, 2024, and 2023, was $14 million, $1 million, and $3 million, respectively.
A summary of the RSU activity for the year ended December 31, 2025, is as follows:
Number of RSUs (in thousands) | Weighted- Average Grant-Date Fair Value | ||||||||||
| Unvested and outstanding – December 31, 2024 | 45,247 | $ | 2.77 | ||||||||
| Granted | 41,275 | 2.87 | |||||||||
| Vested | (24,349) | 2.72 | |||||||||
| Forfeited | (29,475) | 2.20 | |||||||||
| Unvested and outstanding – December 31, 2025 | 32,698 | $ | 3.45 | ||||||||
The total fair value of RSUs vested for the years ended December 31, 2025, 2024 and 2023 was $91 million, $92 million, and $112 million, respectively.
A summary of the market condition RSU activity for the year ended December 31, 2025, is as follows:
Number of RSUs (in thousands) | Weighted- Average Grant-Date Fair Value | ||||||||||
| Unvested and outstanding – December 31, 2024 | — | $ | — | ||||||||
| Granted | 101,418 | 8.36 | |||||||||
| Unvested and outstanding – December 31, 2025 | 101,418 | $ | 8.36 | ||||||||
The fair value of market condition RSUs is estimated at the date of grant using a Monte Carlo simulation model. The following assumptions were applied in the model to estimate the grant date fair value of the awards.
Year Ended December 31, 2025 | |||||
| Volatility | 110.0% - 110.5% | ||||
| Risk-free rate | 3.58% - 3.68% | ||||
Term (in years) | 4.7 - 5 | ||||
| Expected dividend | $ | — | |||
ESPP
The first offering period for the Company's 2020 ESPP began on March 1, 2022. The ESPP, pursuant to Internal Revenue Code Section 423, allows eligible participants to purchase shares using payroll deductions of up to 15% of their total compensation, subject to a $25,000 calendar year limitation on contributions. Prior to March 2023, the Company limited the maximum number of shares to be purchased in an offering period to 1,000 shares per employee, and each offering period was six months in duration. Beginning in March 2023, the maximum number of shares to be purchased in an offering period was increased to 10,000 shares per employee, 5,000 per purchase period, and each offering period is 12 months in duration, with two 6-month purchase periods. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a 15% discount on the lower price of either (i) the offer period start date or (ii) the purchase date. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date. ESPP employee payroll contributions withheld as of December 31, 2025 and 2024 were $1 million and $1 million, respectively, and are included within Accounts payable and other accrued liabilities in the consolidated balance sheets. Payroll contributions withheld as of December 31, 2025 will be used to purchase shares at the end of the current ESPP purchase period ending on February 27, 2026.
The fair value of ESPP purchase rights is estimated at the date of grant using the Black-Scholes-Merton option-pricing valuation model. The following assumptions were applied in the model to estimate the grant-date fair value of the ESPP.
Year Ended December 31, 2025 | Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||
| Fair value | $0.46 - $3.16 | $0.83 - $1.56 | $0.64 - $2.13 | ||||||||
| Volatility | 104.4% - 157.0% | 88.7% - 121.1% | 101.8% - 119.1% | ||||||||
| Risk-free rate | 3.82% - 4.31% | 4.35% - 5.27% | 5.06% - 5.47% | ||||||||
| Expected life (in years) | 0.5 - 1 | 0.5 - 1 | 0.5 - 1 | ||||||||
| Expected dividend | $ | — | $ | — | $ | — | |||||
The Company recognized stock-based compensation expense related to the ESPP of $1 million, $3 million, and $2 million during the years ended December 31, 2025, 2024, and 2023 respectively. As of December 31, 2025, total estimated unrecognized compensation expense related to the ESPP was $1 million. The unamortized compensation costs are expected to be recognized over the remaining term of the offering period of 0.4 years.
Stock-based compensation expense
Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function as presented in the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, as follows (in millions):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| General and administrative | $ | 142 | $ | 62 | $ | 63 | |||||||||||
Sales, marketing and operations | 7 | 13 | 16 | ||||||||||||||
| Technology and development | 10 | 39 | 47 | ||||||||||||||
| Total stock-based compensation expense | $ | 159 | $ | 114 | $ | 126 | |||||||||||
For market condition awards, the Company recognized $103 million, $— million, $(4) million of compensation expense during the years ended December 31, 2025, 2024, and 2023 respectively. During the years ended December 31, 2025, 2024 and 2023 no market conditions were satisfied. The grant-date fair value for the market condition awards granted during the year ended December 31, 2025 was $848 million and is being recognized over a requisite service period ranging from one year to five years. As of December 31, 2025, there was $745 million of unamortized stock-based compensation costs related to unvested market condition RSUs. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.6 years.
As of December 31, 2025, there was $97 million of unamortized stock-based compensation costs related to unvested RSUs. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.0 years.About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.