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Opendoor Reduces Shares Outstanding by 5% in First-Ever Share Buyback, and Raises $440 Million of Growth Capital at 0% Coupon

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  • Opendoor Technologies Inc. announced a transaction package to add $440 million of growth capital to its balance sheet at a 0% coupon rate while reducing shares outstanding by 5%.
  • The combined structure is designed so the Company expects no net share issuance until its stock price exceeds $10.38 per share.
  • The transactions consist of a $650 million offering of 0% Convertible Senior Notes due 2030, a $158 million repurchase of approximately 45.3 million shares, & capped call transactions to limit dilution.
  • The offering is expected to settle on August 19, 2026, subject to customary closing conditions.
  • The $158 million share repurchase represents the first in the Company's history as a public company & was authorized by the Board of Directors on August 12, 2026.
  • J. Wood Capital Advisor LLC will purchase approximately $25 million of shares concurrently with the offering at a discount to the last reported sale price.
  • Net proceeds of approximately $440 million (before transaction expenses) will be used to support disciplined expansion of home inventory & market footprint.
  • The Notes have an initial conversion price of approximately $4.71 per share, representing a 35% premium over the August 12, 2026 closing price of $3.49.
  • Capped call transactions with a cap price of $6.98 per share were funded with approximately $52.5 million of offering proceeds to offset potential dilution.
  • The Company expects less than 5% net dilution even if the share price reaches $20.00.
  • Kaz Nejatian, CEO, stated the transaction provides growth capital at 0% coupon while limiting dilution to existing shareholders.