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Get filing alertsOpendoor raises $650M via convertible notes, repurchases 5% of shares in first-ever buyback
Filed August 13, 2026 · Period ending August 12, 2026 · ~1 min read
Key Changes
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high
Issued $650M of 0% convertible senior notes due 2030 at $4.71 conversion price (35% premium to $3.49 close), potentially adding 138M shares if fully converted.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Repurchasing 45.3M shares (5% of outstanding) for $158M at $3.49 per share—the company's first share repurchase as a public company.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Purchased capped call options covering note shares with $6.98 cap (100% premium to close) for ~$52.5M to reduce dilution; combined with buyback, no net issuance expected until stock exceeds $10.38.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Net ~$440M proceeds after buyback and hedges will fund expansion of home inventory and market footprint, targeting sustained Adjusted Net Income profitability at current volumes.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Opendoor executed a $650 million convertible debt offering paired with its first-ever share repurchase, a structure designed to raise capital while signaling management's view that the stock is undervalued.
The company issued zero-coupon convertible notes due 2030 at a $4.71 conversion price—35% above the $3.49 closing price—and simultaneously repurchased 45.3 million shares (5% of outstanding) at that same $3.49 price using $158 million of the proceeds. An additional $52.5 million funded capped call options that limit dilution from conversions up to $6.98 per share.
The combined effect: no net share issuance unless the stock exceeds $10.38, well above current levels. The remaining ~$440 million will fund expansion of Opendoor's home inventory and market footprint. Management framed the deployment as disciplined capital allocation into an operating model it believes is on a clear path to sustained Adjusted Net Income profitability at current acquisition volumes. For holders, the transaction adds leverage to the balance sheet while the buyback—executed at a material discount to the conversion price—suggests management sees upside from here. The capped call structure caps dilution protection at $6.98, so conversion economics above that level revert to standard dilution. Watch how quickly the company deploys the inventory capital and whether acquisition volumes support the profitability thesis.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Opendoor issued $650M convertible notes due 2030, repurchased $158M of stock, and entered capped call transactions to reduce dilution.
Added in current filing · verify on EDGAR →
On August 12, 2026, Opendoor Technologies Inc. (the “Company”) entered into separate, privately negotiated subscription agreements (the “Subscription Agreements”) with certain investors, pursuant to which the Company will issue $650 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2030 (the “Notes”) to such investors (the “Transactions”), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder.
Opendoor raised $650 million by issuing zero-coupon convertible senior notes maturing in 2030. The notes are senior unsecured obligations and were sold in a private placement exempt from SEC registration. This provides significant capital for the company's operations and strategic initiatives.
Added in current filing · verify on EDGAR →
The Company expects that the gross proceeds from the Transactions will be $650 million, excluding offering fees and transaction expenses. The Company intends to use approximately $52.5 million of the proceeds from the Transactions to fund the cost of entering the capped call transactions and approximately $158.0 million to repurchase approximately 45.3 million shares of its common stock. The Company intends to use the remainder of the proceeds from the Transactions for general corporate purposes.
Of the $650 million raised, $52.5 million will fund the capped call hedges and $158 million will repurchase shares, leaving approximately $439.5 million for general corporate purposes. The filing does not specify how the remaining proceeds will be deployed beyond general corporate use.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Opendoor issued convertible notes in a private placement under Section 4(a)(2) of the Securities Act.
Added in current filing · verify on EDGAR →
The Notes were offered in a private placement in reliance on Section 4(a) (2) of the Securities Act. The issuance of common stock upon conversion, if any, is expected to be exempt from registration pursuant to Section 3(a) (9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.
Opendoor issued convertible notes through a private placement to investors without registering the securities under the Securities Act. The notes can be converted into common stock under an exemption for exchanges with existing security holders. The filing does not disclose the principal amount, interest rate, maturity date, conversion price, or other material terms of the notes.
Event · Item 7.01 — Regulation FD Disclosure
Opendoor announced convertible debt offering and capped call transactions via press release; specific terms not disclosed in 8-K body.
Added in current filing · verify on EDGAR →
On August 13, 2026, the Company issued a press release announcing the Transactions and the capped call transactions.
Opendoor disclosed it is conducting capital markets transactions referred to as 'the Transactions' along with related capped call transactions. The 8-K body does not provide specific terms such as offering size, conversion price, interest rate, or maturity; these details would be in the attached press release (Exhibit 99.1). Capped call transactions are typically used to reduce potential dilution from convertible debt conversions.
Event · Exhibit 99.1
Opendoor issued $650M of 0% convertible notes, repurchased $158M of stock (5% of shares), and entered capped call transactions to limit dilution.
Added in current filing · view on EDGAR →
a $650 million offering of 0% Convertible Senior Notes due 2030 (the "Notes")
Opendoor issued $650 million of convertible senior notes maturing August 15, 2030, with no regular interest and no principal accretion. The notes convert at an initial rate of 212.2466 shares per $1,000 principal, equivalent to a conversion price of approximately $4.71 per share, representing a 35% premium over the $3.49 closing price on August 12, 2026. The company may redeem the notes after February 22, 2029 if the stock exceeds 130% of the conversion price for a specified period.
Added in current filing · view on EDGAR →
In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions (the "option counterparties"). The capped call transactions are generally expected to reduce potential dilution to the common stock upon conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions is initially $6.98 per share, which represents a premium of 100% over the last reported sale price of $3.49 per share on August 12, 2026, and is subject to certain adjustments.
Opendoor entered into capped call transactions to reduce potential dilution from note conversions, with a cap price of $6.98 per share (100% premium over the $3.49 closing price). The company used approximately $52.5 million of the offering proceeds to fund these transactions. Combined with the share repurchase, the structure is designed so the company expects no net share issuance until the stock exceeds $10.38 per share.
Added in current filing · view on EDGAR →
After using approximately $158 million of the offering proceeds for the share repurchase and approximately $52.5 million to fund the cost of entering into the capped call transactions, the Company expects to add approximately $440 million of net proceeds (before transaction expenses) to its balance sheet. The Company intends to use these proceeds to support disciplined expansion of home inventory and its market footprint, deploying additional capital into an operating model that the Company believes is on a clear path to sustained Adjusted Net Income profitability at current acquisition volumes.
After allocating $158 million to the share repurchase and $52.5 million to the capped call transactions, Opendoor expects to add approximately $440 million of net proceeds to its balance sheet. The company intends to use these proceeds to support disciplined expansion of home inventory and market footprint, deploying capital into an operating model it believes is on a path to sustained Adjusted Net Income profitability at current acquisition volumes.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 14, 2026 · How we verify