Item 7.01. Regulation FD Disclosure.

On August 4, 2022, Opendoor Technologies Inc. (the "Company") announced a multi-year agreement (the "Agreement") with Zillow, Inc. ("Zillow"), as provided in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Agreement allows home sellers on the Zillow platform to request an offer directly from the Company and has an initial five-year term.

The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing




Item  8.01. Other Events.

In connection with the Agreement, the Company issued to Zillow a warrant representing the right to purchase up to 6 million shares of the Company's common stock, which will vest in tranches for resale services with respect to homes that qualify for a referral fee under the Agreement. The exercise price per tranche of warrant shares will equal the 30-day trailing volume weighted average price prior to the vesting date, subject to a floor of $15.00 per share and a cap of $30.00 per share.

The warrant is attached hereto as Exhibit 99.2 and is incorporated herein by reference to such exhibit. The foregoing description of the warrant does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01.Financial Statements and Exhibits.



(d)Exhibits.

Exhibit No.               Description

99.1                        Press Release issued by Opendoor Technologies Inc. on August 4, 2022
99.2                        Warrant dated July 28, 2022
104                       Cover Page Interactive Data File (Cover page XBRL tags are embedded within
                          the Inline XBRL document)



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