- $6.56 registered direct offering: Opendoor is selling 180,580,200 new shares at $6.56 apiece in a registered direct deal. Management expects T+5 settlement on Nov. 13, 2025, with the stock sale cross‑conditioned on repurchasing a portion of the 2030 convertible notes. On a net basis, the company says it won’t add cash (proceeds fund the note buyback). [1]
- Convertible-notes repurchase: Opendoor agreed to repurchase about $263.5M principal of its 7.00% 2030 notes for an aggregate price of ~$1.2B, using the equity proceeds. [2]
- Share count impact: The 180.6M new shares equal roughly 23% of shares outstanding as of Sept. 30, 2025 (771.5M), a meaningful dilution for existing holders. [3]
- Warrant dividend: Holders of record Nov. 18, 2025 will receive three tradable warrants for every 30 shares—one each of Series K ($9 strike), Series A ($13), and Series Z ($17)—distribution around Nov. 21, 2025, with expected Nasdaq tickers OPENW, OPENL, OPENZ and expiration on or about Nov. 20, 2026 (with early‑expiration triggers). [4]
- Q3 snapshot & stock move: For Q3 2025, Opendoor posted $915M revenue and a $90M net loss. Shares fell double digits after the release despite a new “software and AI” strategy under CEO Kaz Nejatian. [5]
What happened
Fresh capital maneuver (and why it’s not “new cash”)
Late Friday, Opendoor filed a prospectus supplement for a registered direct sale of 180.6M shares at $6.56. The deal is cross‑conditional with a privately negotiated repurchase of $263.5M of its 2030 convertible notes for ~$1.2B. Because the equity proceeds fund the buyback, management says the transaction won’t materially change the company’s cash position after fees. Settlement is slated for Nov. 13 (T+5). [6]
Special dividend in the form of warrants
Separately, the board approved a “shareholder‑first” warrant dividend. Record date: Nov. 18, 2025. Distribution date: on or about Nov. 21, 2025. Ratio: for every 30 shares owned, investors get three warrants (K, A, Z) with exercise prices of $9, $13, and $17. Opendoor intends to list them on Nasdaq as OPENW / OPENL / OPENZ the trading day after distribution; warrants expire on or about Nov. 20, 2026, subject to early‑expiration triggers if the stock trades above specified thresholds. Holders of Opendoor’s 2030 converts as of the record date will receive economically equivalent warrants; terms also contemplate an adjustment to the 2026 converts’ conversion rate. [7]
Q3 2025 at a glance
- Revenue:$915 million (down y/y).
- Net loss:$90 million.
- Homes sold:2,568.
- Narrative: New CEO Kaz Nejatian framed Opendoor as a “software and AI company,” pointing to a slate of new AI‑powered tools while aiming for breakeven on a 12‑month forward basis by end of 2026. Shares nevertheless fell in after‑hours and Friday trading. [8]
Context: Barron’s noted an adjusted EBITDA loss of ~$33M and a stock drop of more than 20% after the print, underscoring the near‑term profitability challenge even as leadership pivots the model. [9]
Why it matters
Dilution vs. de‑risking the balance sheet
Issuing ~23% more shares is a real dilution for existing holders. However, using equity to retire/repurchase convertibles can reduce leverage and interest costs and simplify the capital stack—especially relevant for a business managing housing inventory cycles. Opendoor explicitly states no material impact to cash after the cross‑conditioned transactions, signaling the goal is liability management, not cash raise. [10]
A clearer investor proposition
The warrant dividend aligns upside with long‑term holders and may galvanize trading interest if/when the stock approaches the $9/$13/$17 strike levels—though it also introduces additional moving parts (listing, early‑expiration triggers, and potential overhang from warrant exercises). [11]
Execution, not headlines
After a year of leadership change and meme‑fueled volatility, investors will watch unit economics, resale velocity, and acquisition scaling far more than slogans. The Q3 numbers show progress is still required; the AI/software messaging raises the bar to prove sustained, profitable growth through 2026. [12]
What’s next (dates to know)
- Nov. 13, 2025: Expected T+5 settlement for the new share issuance and closing of the convertible‑notes repurchase. [13]
- Nov. 18, 2025 (5:00 p.m. ET):Record date for the warrant dividend. [14]
- On or about Nov. 21, 2025:Distribution date for the warrants; Nasdaq listing expected the first trading day thereafter as OPENW / OPENL / OPENZ. Expiration on or about Nov. 20, 2026, subject to early‑expiration triggers. [15]
Quick FAQ
How many new shares is Opendoor selling, and at what price?
180,580,200 shares at $6.56 in a registered direct offering. Settlement is T+5 (Nov. 13, 2025). [16]
Why won’t the deal increase cash?
Because the equity proceeds fund a cross‑conditioned repurchase of about $263.5M principal of 2030 converts for ~$1.2B total, leaving no net cash after fees. [17]
What’s the warrant dividend exactly?
For every 30 OPEN shares you hold on Nov. 18, you’ll receive one Series K ($9), one Series A ($13), and one Series Z ($17) warrant. The company expects to list them (OPENW/OPENL/OPENZ) after distribution; expiration is on or about Nov. 20, 2026 with potential early‑expiration if the stock sustains levels above trigger prices. [18]
How did Q3 go?
Revenue $915M; net loss $90M; 2,568 homes sold. Shares fell despite a new AI‑first strategy under CEO Kaz Nejatian. [19]
Sources and further reading
- Prospectus supplement (424B5): terms, T+5 settlement, and cross‑conditioned convertibles repurchase. [20]
- Form 8‑K (Nov. 6, 2025): warrant dividend details (ratio, strikes, record date, listing, expiration). [21]
- Earnings coverage & CEO strategy: MarketWatch and Barron’s on Q3 results, stock reaction and strategic pivot. [22]
This article is for information purposes only and is not investment advice.
References
1. www.sec.gov, 2. www.sec.gov, 3. www.sec.gov, 4. www.sec.gov, 5. www.marketwatch.com, 6. www.sec.gov, 7. www.sec.gov, 8. www.marketwatch.com, 9. www.barrons.com, 10. www.sec.gov, 11. www.sec.gov, 12. www.marketwatch.com, 13. www.sec.gov, 14. www.sec.gov, 15. www.sec.gov, 16. www.sec.gov, 17. www.sec.gov, 18. www.sec.gov, 19. www.marketwatch.com, 20. www.sec.gov, 21. www.sec.gov, 22. www.marketwatch.com
