Opendoor Technologies (OPEN) Proxy Filing summary

Executive summary

• Special Meeting scheduled for July 28, 2025, to be held virtually, with participation and voting instructions provided for all shareholders.

• The meeting will focus on two proposals: a reverse stock split and potential adjournment to solicit more votes if needed.

• The Board recommends voting in favor of both proposals and emphasizes the importance of shareholder participation.

• Forward-looking statements highlight risks and uncertainties, especially regarding Nasdaq compliance and future company plans.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a reverse stock split at a ratio between 1-for-10 and 1-for-50, with the exact ratio to be determined by the Board.

• Proposal 2 allows adjournment of the meeting to solicit additional proxies if there are insufficient votes for Proposal 1.

• Only shareholders of record as of June 4, 2025, are entitled to vote; each share equals one vote.

• No other business will be conducted at the meeting.

• Shareholder proposals for the 2026 annual meeting must be submitted by December 26, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board unanimously recommends approval of the reverse stock split and adjournment proposals.

• The Board retains discretion to determine the split ratio and whether to implement or abandon the split.

• The Board is not aware of any current takeover attempts and the split is not intended as an anti-takeover measure.