8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Opendoor Technologies Inc.

(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. ☐

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.

Exhibit 5.1

	650 Town Center Drive, 20th Floor<br><br> <br>Costa Mesa, California  92626-1925<br><br> <br>Tel: +1.714.540.1235  Fax: +1.714.755.8290<br><br> <br>www.lw.com<br><br> <br><br><br> <br>FIRM / AFFILIATE OFFICES
November 7, 2025	Austin<br><br> <br>Beijing<br><br> <br>Boston<br><br> <br>Brussels<br><br> <br>Chicago<br><br> <br>Dubai<br><br> <br>Düsseldorf<br><br> <br>Frankfurt<br><br> <br>Hamburg<br><br> <br>Hong Kong<br><br> <br>Houston<br><br> <br>London<br><br> <br>Los Angeles<br><br> <br>Madrid	Milan<br><br> <br>Munich<br><br> <br>New York<br><br> <br>Orange County<br><br> <br>Paris<br><br> <br>Riyadh<br><br> <br>San Diego<br><br> <br>San Francisco<br><br> <br>Seoul<br><br> <br>Silicon Valley<br><br> <br>Singapore<br><br> <br>Tel Aviv<br><br> <br>Tokyo<br><br> <br>Washington, D.C.

Opendoor Technologies Inc.

410 N. Scottsdale Road, Suite 1000

Tempe, AZ 85288

Re: Registration Statement on Form S-3 (Registration No. 333-279080)

To the addressee set forth above:

We have acted as special counsel to Opendoor Technologies Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of 180,580,200 shares of common stock, $0.0001 par value per share (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 2, 2024 (Registration No. 333-279080) (as amended, the “Registration Statement”) and are being offered pursuant to a base prospectus dated May 2, 2024 (the “Base Prospectus”), a preliminary prospectus supplement, dated November 5, 2025, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Preliminary

    Prospectus”\), and a prospectus supplement dated November 6, 2025, filed with the Commission pursuant to Rule 424\(b\) under the Act \(together with the Base Prospectus, the “Prospectus”\).

  The Shares are being sold pursuant to share purchase agreements dated November 6, 2025 by and between the Company and each purchaser named therein \(the “Purchase Agreements”\). This opinion
  is being furnished in connection with the requirements of Item 601\(b\)\(5\) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Preliminary Prospectus or the
  Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

November 7, 2025<br><br> <br>Page 2<br><br> <br><br><br> <br>

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Purchase Agreements, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.  In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated November 7, 2025 and to the reference to our firm contained in the Preliminary Prospectus and the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP