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Opendoor Technologies Inc

For the period ended Mar 31, 2025. Filed May 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 6, 2025

OPEN$1.40-21.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-07.

0001801169-24-000177

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-06.

0001801169-25-000038

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 183 previous paragraphs and 169 current paragraphs.

100 unchanged; 59 reworded; 7 added; 23 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 11 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

In the first quarter of 2025, the housing market remained under pressure from persistent macroeconomic headwinds. Market activity continued to be subdued, with seasonally adjusted annualized existing home sales tracking in the low four- million unit range – well below the decade-long average of over five million. While new listings increased just over 5% year-over-year, affordability challenges and the ongoing lock-in effect, where homeowners with low fixed-rate mortgages are reluctant to sell, continued to constrain buyer demand, resulting in slowing clearance rates, which were down approximately 25% versus prior year.

Current report

Following the announcement in April 2025 by the United States Presidential Administration of new and proposed tariffs on foreign countries, we have seen a deterioration in macroeconomic indicators of the housing market. In response to this evolving environment, we remain committed to a flexible and data-driven approach to managing our business, dynamically adjusting our pricing strategies to balance growth, margin, and risk. In particular, we have increased our spread levels in response to this uncertainty. We continue to closely monitor macroeconomic developments and remain agile in our decision-making, enabling us to respond effectively to shifts in interest rates and broader market conditions.

Current report

(3)Beginning in the quarter ended March 31, 2025, the Company revised the presentation of the amortization of stock-based compensation capitalized to IDSW to more appropriately present the full impact of all stock-based compensation expenses. This expense was previously included in “Depreciation and amortization, excluding amortization of intangibles.” Had this presentation been applied for the three months ended March 31, 2024, Adjusted Net Loss would have improved by $4 million, with no impact to Adjusted EBITDA.

Current report

(8)Includes primarily related party services income, sublease income, and gain/loss on disposal of fixed assets.
Removed paragraphs (23)

Previous report

The housing market remains under pressure as elevated mortgage rates and economic volatility continue to shape the landscape. During the three months ended September 30, 2024, mortgage rates showed some relief, with the average rate falling from 7.1% to 6.1% over the course of the quarter. However, this downward trend was short-lived, with mortgage rates partially rebounding in October 2024. This rebound occurred despite the Federal Reserve’s 50 basis point cut in September 2024, as stronger-than-expected jobs data caused the market to reassess the trajectory of future rate cuts, and fiscal spending uncertainty also pushed treasury yields higher.

Previous report

Homeowners remain locked into existing low-rate mortgages and home buyers continue to face affordability constraints. This dynamic has translated to a seasonally adjusted annual sales pace of under 4 million homes, as compared to the decade average of over 5 million homes. Continued slowing of resale clearance (the pace at which listed homes enter into a resale contract) has led month-over-month home price appreciation (“HPA”) to trend below historical norms. In addition, the sustained high level of delistings, now at more than 1 delisting for every 4 resales, highlights the ongoing disconnect between sellers’ price expectations and buyers’ willingness to pay.

Previous report

In this environment, we maintain a flexible approach, dynamically managing pricing strategies to navigate the complex trade-offs of growth, margin, and risk. We aim to stay nimble and capitalize on potential shifts, particularly if macroeconomic conditions become more favorable or if interest rates move lower.

Previous report

Due to the deteriorating macro environment in 2022 and 2023, we slowed down our new market expansion plans and are focused on expanding our share in our existing markets.

Previous report

Adjusted Gross Profit (Loss) and Contribution Profit (Loss)

Previous report

(7)Includes primarily gain on deconsolidation, net, sublease income, and income from equity method investments.

Previous report

(Loss) gain on extinguishment of debt is primarily related to the Company’s partial repurchase of the 2026 Notes at a discount net of unamortized deferred costs associated with the 2026 Notes. (Loss) gain on extinguishment of debt also includes any gains or losses recognized in conjunction with the termination of debt facilities, partial debt extinguishments, and unamortized deferred costs associated with these facilities. See Part I – Item 1. Financial Statements – Notes to Condensed

Previous report

Consolidated Financial Statements – Note 5. Credit Facilities and Long-Term Debt—Convertible Senior Notes for additional information regarding the 2026 Notes.

Previous report

June 2023 and have been steadily rebuilding thereafter. The Company entered the third quarter of 2024 with 6,399 homes in inventory as compared to 3,558 homes in inventory at the start of the third quarter of 2023, representing an 80% increase in homes available for resale.

Previous report

Revenue decreased by $2.0 billion, or 33%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease in revenue was primarily attributable to lower sales volumes in the first nine months of 2024. We sold 10,771 homes during the nine months ended September 30, 2024, compared to 16,344 homes during the nine months ended September 30, 2023, representing a decrease of 34%. Revenue per home sold increased 2% between the same periods. The decrease in sales volumes was primarily attributable to proactively slowing inventory acquisitions beginning in the third quarter of 2022 via higher spreads embedded in our offers in reaction to volatility in the U.S. housing market coupled with a focus on clearing existing inventory, which had reached peak levels in 2022. The Company entered 2024 with 5,326 homes in inventory as compared to 12,788 homes in inventory at the start of 2023, representing a 58% decrease in homes available for resale.

Previous report

Cost of revenue increased by $388 million, or 44%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in cost of revenue was primarily attributable to higher sales volumes and an 8% increase in cost of revenue per home, excluding valuation adjustments on homes in inventory at period end, due to lower spreads embedded in our acquisition offers beginning in September 2023.

Previous report

Gross profit decreased from $415 million to $348 million and gross margin increased from 6.8% to 8.6% for the nine months ended September 30, 2023 and September 30, 2024, respectively. For the same periods, Adjusted Gross Margin increased from (0.2)% to 8.8% and Contribution Margin increased from (4.7)% to 5.0%. The increase in gross margin, Adjusted Gross Margin and Contribution Margin reflects relative home price stabilization as well as higher spreads embedded in our acquisition offers beginning in the third quarter of 2022. Adjusted Gross Margin and Contribution Margin for the nine months ended September 30, 2023 and September 30, 2024 are inclusive of $450 million and $24 million of inventory valuation adjustments recorded in prior periods on homes sold in the current period in order to reduce the carrying value of these homes to their net realizable value. Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures. See “—Non-GAAP Financial Measures” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

Previous report

Sales, marketing and operations decreased by $72 million, or 18%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to a $62 million decrease in resale transaction costs and broker commissions, consistent with the 33% decrease in revenue during the same period. In addition, for the same period, headcount expenses, including salaries and benefits, and contingent labor expenses decreased by $13 million, which was largely attributable to workforce reductions in 2023. Advertising expense increased $5 million, from $58 million for the nine months ended September 30, 2023 to $63 million for the nine months ended September 30, 2024.

Previous report

Technology and development decreased by $13 million, or 11%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to $14 million decrease in headcount expenses, including salaries and benefits due to workforce reductions in 2023.

Previous report

(Loss) gain on extinguishment of debt decreased by $183 million, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The gain on extinguishment of debt during the nine months ended September 30, 2023 resulted from the Company’s partial repurchase of its 2026 Notes in March and May 2023 at a discount net of unamortized deferred costs associated with the 2026 Notes, partially offset by expenses related to partial debt extinguishments.

Previous report

Interest expense decreased by $13 million, or 28%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was primarily attributable to a significant decrease in average balances in our non-recourse asset-backed debt, a reduction in our weighted average interest rate as a result of a partial repayment of our outstanding mezzanine debt and a decrease in loan fees as a result of committed debt reductions.

Previous report

Other income— net increased by $3 million, or 15%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.
Reworded paragraphs (59)

Previous wording

Opendoor’s mission is to power life’s progress, one move at a time. Residential real estate is a trillion-dollar industry underpinned by a process that is complicated, time-consuming, stressful, and offline. We believe all consumers deserve to buy, sell, and move between homes with simplicity and confidence, and we have dedicated almost a decade to delivering on this vision. We have built unique pricing and operations capabilities to become one of the largest buyers and sellers of homes in the United States. Since our founding, we have helped customers to buy or sell homes in over 269,000 transactions and have expanded our footprint to 50 markets across the country.

Current wording

Opendoor’s mission is to power life’s progress, one move at a time. Residential real estate is a trillion-dollar industry underpinned by a process that is complicated, time-consuming, stressful, and offline. We believe all consumers deserve to buy, sell, and move between homes with simplicity and confidence, and we have dedicated over a decade to delivering on this vision. We have built unique pricing and operations capabilities to become one of the largest buyers and sellers of homes in the United States. Since our founding, we have helped customers to buy or sell homes in over 281,000 transactions and expanded our footprint to 50 markets across the country.

Previous wording

Residential real estate is one of the largest consumer markets in the United States, of which less than 1% of the estimated $1.6 trillion of home value transacted annually is conducted online. Given the fact that we operate in a highly fragmented industry and offer a differentiated value proposition to the traditional offline selling process, we believe there is significant opportunity to expand our share in our existing markets. By providing a consistent, high-quality and differentiated experience to our customers, we hope to continue to drive positive word-of-mouth awareness and trust in our platform.

Current wording

Residential real estate is one of the largest consumer markets in the United States, of which less than 1% of the estimated $1.7 trillion of home value transacted annually is conducted online. Given the fact that we operate in a highly fragmented industry and offer a differentiated value proposition to the traditional offline selling process, we believe there is significant opportunity to expand our share in our existing markets. By providing a consistent, high-quality and differentiated experience to our customers, we hope to continue to drive positive word-of-mouth awareness and trust in our platform.

Previous wording

We are steadily growing our reach via our partnership channels with homebuilders, agents, and online real estate platforms. We have relationships with two of the largest online real estate platforms, Zillow and Redfin, which together reach millions of unique monthly visitors. We launched our partnership agreement with Zillow, Inc. in early 2023, allowing home sellers on the Zillow, Inc. platform to request an offer directly from Opendoor. We also have a partnership with eXp Realty, the largest independent real estate company in the world, which enables eXp Realty’s agents to easily request an Opendoor cash offer on qualifying properties to present alongside the option of a market listing for their client’s home. In addition to driving incremental acquisitions, we expect these partnerships to build our brand awareness and serve as additional avenues for sellers to learn about the benefits of our flagship cash offer.

Current wording

We are steadily growing our reach via our partnership channels with homebuilders, agents, and online real estate platforms. We have relationships with two of the largest online real estate platforms, Zillow and Redfin, which together reach millions of unique monthly visitors and allow home sellers to request an offer directly from Opendoor. In addition to driving incremental acquisitions, we expect these partnerships can build our brand awareness and serve as additional avenues for sellers to learn about the benefits of our flagship cash offer.

Previous wording

A continued source of growth is re-engagement with our base of registered sellers, meaning sellers that have received an offer from Opendoor but have not yet sold their home. In the last ten years, we have sent millions of offers and, while not everyone is ready to act when they request an offer, we treat everyone as a potential future seller. We perpetually iterate on our reengagement strategies and believe that our registered customer base will continue to be an important source of home acquisition volumes.

Current wording

A continued source of opportunity is re-engagement with our base of registered sellers, meaning sellers that have received an offer from Opendoor but have not yet sold their home. In the last ten years, we have sent millions of offers and, while not everyone is ready to act when they request an offer, we treat everyone as a potential future seller. We perpetually iterate on our re-engagement strategies and believe that our registered customer base will continue to be an important source of home acquisition volumes.

Previous wording

The following table represents the number of markets we operated in as of the periods presented:

Current wording

We continuously evaluate opportunities to expand our market footprint. The following table represents the number of markets we operated in as of the periods presented:

Previous wording

•Expansion of our listing and marketplace product offerings, which will reduce our inventory exposure and capital intensity, and eliminate the holding and selling costs associated with taking ownership of the home.

Current wording

•Expansion of our List with Opendoor and Opendoor Marketplace product offerings, which we expect will reduce our inventory exposure and capital intensity, and eliminate the holding and selling costs associated with taking ownership of the home.

Previous wording

Real estate inventory is reviewed for valuation adjustments on a quarterly basis. If the carrying amount for a given home is not expected to be recovered, an inventory valuation adjustment is recorded to cost of revenue and the home’s carrying value is adjusted to its net realizable value. Inventory valuation adjustments are not offset by any expected gains and are not reversed or adjusted should the expected net realizable value subsequently increase. We recorded inventory valuation adjustments of $10 million and $51 million during the three and nine months ended September 30, 2024, respectively, and $17 million and $54 million during the three and nine months ended September 30, 2023, respectively. See “Part II – Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Real Estate Inventory” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Current wording

Real estate inventory is reviewed for valuation adjustments on a quarterly basis. If the carrying amount for a given home is not expected to be recovered, an inventory valuation adjustment is recorded to cost of revenue and the home’s carrying value is adjusted to its net realizable value. Inventory valuation adjustments are not offset by any expected gains and are not reversed or adjusted should the expected net realizable value subsequently increase. We recorded inventory valuation adjustments of $13 million and $7 million during the three months ended March 31, 2025 and March 31, 2024, respectively. See “Part II – Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Real Estate Inventory” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

As one key measure of inventory management performance, we evaluate our portfolio metrics relative to the broader market (as observed on the MLS). One such metric is our percentage of homes “on the market” for greater than 120 days as measured from initial listing date. As of September 30, 2024, such homes represented 23% of our portfolio, compared to 18% for the broader market when filtered for the types of homes we are able to underwrite and acquire in a given market based on characteristics such as price range, home type, home location, year built and lot size (which we refer to as our “buybox”).

Current wording

As one key measure of inventory management performance, we evaluate our portfolio metrics relative to the broader market (as observed on the multiple listing services (“MLS”)). One such metric is our percentage of homes “on the market” for greater than 120 days as measured from initial listing date. As of March 31, 2025, such homes represented 27% of our portfolio, compared to 21% for the broader market when filtered for the types of homes we are able to underwrite and acquire based on characteristics such as market, price range, home type, home location, year built and lot size (which we refer to as our “buybox”). This metric fluctuates based on seasonal factors, market dynamics, and our resale strategies.

Previous wording

The residential real estate market is seasonal, with greater demand and home price appreciation from home buyers in the spring and summer, and typically weaker demand and lower home price appreciation in late fall and winter. In general, we expect our financial results and working capital requirements to reflect seasonal variations over time. However, other factors, including growth, market expansion and changes in macroeconomic conditions, such as rising inflation and interest rate increases as recently observed, have obscured the impact of seasonality in our historical financials and we expect may continue to do so.

Current wording

The residential real estate market is seasonal, with greater demand and home price appreciation from home buyers in the spring and summer, and typically weaker demand and lower home price appreciation in late fall and winter. In general, we expect our financial results and working capital requirements to reflect seasonal variations over time. However, other factors, including growth, market expansion and changes in macroeconomic conditions, such as rising inflation and interest rate increases, have obscured the impact of seasonality in our historical financials and we expect may continue to do so.

Previous wording

To provide investors with additional information regarding our margins and return on inventory acquired, we have included Adjusted Gross Profit (Loss) and Contribution Profit (Loss), which are non-GAAP financial measures. We believe that Adjusted Gross Profit (Loss) and Contribution Profit (Loss) are useful financial measures for investors as they are supplemental measures used by management in evaluating unit level economics and our operating performance. Each of these measures is intended to present the economics related to homes sold during a given period. We do so by including revenue generated from homes sold (and adjacent services) in the period and only the expenses that are directly attributable to such home sales, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in inventory as of the end of the period. Contribution Profit (Loss) provides investors a measure to assess Opendoor’s ability to generate returns on homes sold during a reporting period after considering home purchase costs, renovation and repair costs, holding costs and selling costs.

Current wording

To provide investors with additional information regarding our margins and return on inventory acquired, we have included Adjusted Gross Profit and Contribution Profit, which are non-GAAP financial measures. We believe that Adjusted Gross Profit and Contribution Profit are useful financial measures for investors as they are supplemental measures used by management in evaluating unit level economics and our operating performance. Each of these measures is intended to present the economics related to homes sold during a given period. We do so by including revenue generated from homes sold (and adjacent services) in the period and only the expenses that are directly attributable to such home sales, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in inventory as of the end of the period. Contribution Profit provides investors a measure to assess Opendoor’s ability to generate returns on homes sold during a reporting period after considering home purchase costs, renovation and repair costs, holding costs and selling costs.

Previous wording

Adjusted Gross Profit (Loss) and Contribution Profit (Loss) are supplemental measures of our operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, costs required to be recorded under GAAP in the same period. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit.

Current wording

Adjusted Gross Profit and Contribution Profit are supplemental measures of our operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, costs required to be recorded under GAAP in the same period. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit.

Previous wording

We calculate Adjusted Gross Profit (Loss) as gross profit under GAAP adjusted for (1) inventory valuation adjustment in the current period, and (2) inventory valuation adjustment in prior periods. Inventory valuation adjustment in the current period is calculated by adding back the inventory valuation adjustments recorded during the period on homes that remain in inventory at period end. Inventory valuation adjustment in prior periods is calculated by subtracting the inventory valuation adjustments recorded in prior periods on homes sold in the current period. Adjusted Gross Margin is Adjusted Gross Profit (Loss) as a percentage of revenue.

Current wording

We calculate Adjusted Gross Profit as gross profit under GAAP adjusted for (1) inventory valuation adjustment in the current period, and (2) inventory valuation adjustment in prior periods. Inventory valuation adjustment in the current period is calculated by adding back the inventory valuation adjustments recorded during the period on homes that remain in inventory at period end. Inventory valuation adjustment in prior periods is calculated by subtracting the inventory valuation adjustments recorded in prior periods on homes sold in the current period. Adjusted Gross Margin is Adjusted Gross Profit as a percentage of revenue.

Previous wording

We view this metric as an important measure of business performance as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit (Loss) helps management assess home pricing, service fees and renovation performance for a specific resale cohort.

Current wording

We view this metric as an important measure of business performance as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess home pricing, service fees and renovation performance for a specific resale cohort.

Previous wording

We calculate Contribution Profit (Loss) as Adjusted Gross Profit (Loss), minus certain costs incurred on homes sold during the current period including: (1) holding costs incurred in the current period, (2) holding costs incurred in prior periods, and (3) direct selling costs. The composition of our holding costs is described in the footnotes to the reconciliation table below. Contribution Margin is Contribution Profit (Loss) as a percentage of revenue.

Current wording

We calculate Contribution Profit as Adjusted Gross Profit, minus certain costs incurred on homes sold during the current period including: (1) holding costs incurred in the current period, (2) holding costs incurred in prior periods, and (3) direct selling costs. Contribution Margin is Contribution Profit as a percentage of revenue.

Previous wording

We view this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit (Loss) helps management assess inflows and outflows directly associated with a specific resale cohort.

Current wording

We view this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit helps management assess inflows and outflows directly associated with a specific resale cohort.

Previous wording

The following table presents a reconciliation of our Adjusted Gross Profit (Loss) and Contribution Profit (Loss) to our gross profit, which is the most directly comparable GAAP measure, for the periods indicated:

Current wording

The following table presents a reconciliation of our Adjusted Gross Profit and Contribution Profit to our gross profit, which is the most directly comparable GAAP measure, for the periods indicated:

Previous wording

(4)Represents selling costs incurred related to homes sold in the relevant period. This primarily includes broker commissions, external title and escrow-related fees and transfer taxes.

Current wording

(4)Represents selling costs incurred related to homes sold in the relevant period. This primarily includes broker commissions, external title and escrow-related fees and transfer taxes. Selling costs are included in Sales, marketing and operations on the Condensed Consolidated Statements of Operations.

Previous wording

Adjusted Net Loss and Adjusted EBITDA are supplemental measures of our operating performance and have important limitations. For example, these measures exclude the impact of certain costs required to be recorded under GAAP. These measures also include inventory valuation adjustments that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, inventory valuation adjustments required to be recorded under GAAP in the same period. These measures could differ substantially from similarly titled measures presented by other companies in our industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is net loss.

Current wording

Adjusted Net Loss and Adjusted EBITDA are supplemental measures of our operating performance and have important limitations. For example, these measures exclude the impact of certain costs required to be recorded under GAAP. These measures also include inventory valuation adjustments that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, inventory valuation adjustments required to be recorded under

Previous wording

We calculate Adjusted Net Loss as GAAP net loss adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, and intangibles amortization expense. It excludes expenses that are not directly related to our revenue-generating operations such as restructuring. It excludes loss (gain) on extinguishment of debt as these expenses or gains were incurred as a result of decisions made by management to repay portions of our outstanding credit facilities and the 0.25% convertible senior notes due in 2026 (the "2026 Notes") early; these expenses are not reflective of ongoing operating results and vary in frequency and amount. Adjusted Net Loss also aligns the timing of inventory valuation adjustments recorded under GAAP to the period in which the related revenue is recorded in order to improve the comparability of this measure to our non-GAAP financial measures of unit economics, as described above. Our calculation of Adjusted Net Loss does not currently include the tax effects of the non-GAAP adjustments because our taxes and such tax effects have not been material to date.

Current wording

We calculate Adjusted Net Loss as GAAP net loss adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, intangibles amortization expense, and the amortization of stock-based compensation capitalized to internally developed software (“IDSW”). It excludes expenses that are not directly related to our revenue-generating operations such as restructuring. Adjusted Net Loss also aligns the timing of inventory valuation adjustments recorded under GAAP to the period in which the related revenue is recorded in order to improve the comparability of this measure to our non-GAAP financial measures of unit economics, as described above. Our calculation of Adjusted Net Loss does not currently include the tax effects of the non-GAAP adjustments because our taxes and such tax effects have not been material to date.

Previous wording

(2)Represents amortization of acquisition-related intangible assets. The acquired intangible assets have useful lives ranging from 1 to 5 years and amortization is expected until the intangible assets are fully amortized.

Current wording

(2)Represents amortization of acquisition-related intangible assets. The acquired intangible assets had useful lives ranging from 1 to 5 years and amortization was incurred until the intangible assets were fully amortized in 2024.

Previous wording

(3)Inventory valuation adjustment includes adjustments to record real estate inventory at the lower of its carrying amount or its net realizable value.

Current wording

(4)Inventory valuation adjustment includes adjustments to record real estate inventory at the lower of its carrying amount or its net realizable value.

Previous wording

(4)Inventory valuation adjustment — Current Period is the inventory valuation adjustments recorded during the period presented associated with homes that remain in inventory at period end.

Current wording

(5)Inventory valuation adjustment — Current Period is the inventory valuation adjustments recorded during the period presented associated with homes that remain in inventory at period end.

Previous wording

(5)Inventory valuation adjustment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.

Current wording

(6)Inventory valuation adjustment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.”

Previous wording

(6)Restructuring costs consist primarily of severance and employee termination benefits and bonuses incurred in connection with employees’ roles being eliminated.

Current wording

(7)Restructuring costs consist primarily of severance and employee termination benefits and bonuses incurred in connection with the elimination of employees’ roles and consulting fees incurred during the restructuring process.

Previous wording

(8)Includes interest expense on our non-recourse asset-backed debt facilities.

Current wording

(9)Includes interest expense on our non-recourse asset-backed debt facilities.

Previous wording

(9)Includes amortization of debt issuance costs and loan origination fees, commitment fees, unused fees, other interest related costs on our asset-backed debt facilities, and interest expense related to the 2026 Notes outstanding.

Current wording

(10)Includes amortization of debt issuance costs and loan origination fees, commitment fees, unused fees, other interest related costs on our asset-backed debt facilities, and interest expense related to the 2026 Notes outstanding.

Previous wording

(10)Consists mainly of interest earned on cash, cash equivalents, restricted cash and marketable securities.

Current wording

(11)Consists mainly of interest earned on cash, cash equivalents, restricted cash and marketable securities.

Previous wording

Sales, marketing and operations expense consists primarily of broker commissions (paid to the home buyers’ real estate agents and third-party listing agents, if applicable), resale closing costs, holding costs related to real estate inventory including utilities, property taxes and maintenance, and expenses associated with product marketing, promotions and brand-building. Sales, marketing and operations expense also includes any headcount expenses in support of sales, marketing, and real estate operations such as salaries, benefits and stock-based compensation.

Current wording

Sales, marketing and operations expense consists primarily of broker commissions (paid to the home buyers’ real estate agents and third-party listing agents, if applicable), resale closing costs, holding costs related to real estate inventory including utilities, property taxes and maintenance, and expenses associated with product marketing, promotions and brand-building.

Previous wording

Technology and development expense consists primarily of headcount expenses, including salaries, benefits and stock-based compensation for employees in the design, development, testing, maintenance and operation of our mobile applications, websites, tools, applications, and mobile apps that support our products. Technology and development expense also includes amortization of capitalized software development costs and third-party software and hosting costs.

Current wording

Technology and development expense consists primarily of headcount expenses, including salaries, benefits and stock-based compensation for employees in the design, development, testing, maintenance and operation of our websites, tools, applications, and mobile apps that support our products. Technology and development expense also includes amortization of capitalized software development costs and third-party software and hosting costs.

Previous wording

Restructuring expense consists primarily of severance and other termination benefits for employees whose roles have been eliminated.

Current wording

Restructuring expense consists primarily of severance and other termination benefits for employees whose roles have been eliminated and consulting fees incurred during the restructuring process. See “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 16. Restructuring” for additional information regarding restructuring expenses.

Previous wording

Other income— net consists primarily of interest income on our Cash and Restricted cash balances and from our investment in money market funds, time deposits, and debt securities as well as changes in fair value of, and dividend income from, our investment in equity securities, and gains from deconsolidation.

Current wording

Other income— net consists primarily of interest income on our Cash and Restricted cash balances and from our investment in money market funds, time deposits, and debt securities as well as changes in fair value of, and dividend income from, our investment in equity securities.

Previous wording

Revenue increased by $397 million, or 41%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in revenue was primarily attributable to higher sales volumes in the third quarter of 2024. We sold 3,615 homes during the three months ended September 30, 2024, compared to 2,687 homes during the three months ended September 30, 2023, representing an increase of 35%. Revenue per home sold increased 4% between the same periods. The lower sales in 2023 reflect the Company's actions to slow inventory growth via higher spreads and lower marketing spend during the real estate market correction beginning in the second half of 2022. Inventory levels reached a low in

Current wording

Revenue decreased by $28 million, or 2%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease in revenue was primarily attributable to lower sales volumes in the first quarter of 2025. We sold 2,946 homes during the three months ended March 31, 2025, compared to 3,078 homes during the three months ended March 31, 2024, representing a decrease of 4%. Revenue per home sold increased 2% between the same periods.

Previous wording

Cost of revenue decreased by $1.9 billion, or 34%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease in cost of revenue was primarily attributable to lower sales volumes and a 1% decrease in cost of revenue per home, excluding valuation adjustments on homes in inventory at period end, due to the slowdown in inventory acquisition pacing as discussed above.

Current wording

Cost of revenue decreased by $13 million, or 1%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease in cost of revenue was primarily attributable to lower sales volumes.

Previous wording

Gross profit increased from $96 million to $105 million and gross margin decreased from 9.8% to 7.6% for the three months ended September 30, 2023 and September 30, 2024, respectively. For the same periods, Adjusted Gross Margin decreased from 8.6% to 7.2% and Contribution Margin decreased from 4.4% to 3.8%. The decrease in gross margin, Adjusted Gross Margin and Contribution Margin reflects lower spreads embedded in our acquisition offers beginning in September 2023. Adjusted Gross Margin and Contribution Margin for the three months ended September 30, 2023 and September 30, 2024 are inclusive of $29 million and $16 million of inventory valuation adjustments recorded in prior periods on homes sold in the current period in order to reduce the carrying value of these homes to their net realizable value. Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures. See “—Non-GAAP Financial Measures” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

Current wording

Gross profit decreased from $114 million to $99 million and gross margin decreased from 9.7% to 8.6% for the three months ended March 31, 2024 and March 31, 2025, respectively. For the same periods, Adjusted Gross Margin decreased from 8.8% to 8.7% and Contribution Margin decreased from 4.8% to 4.7%. The decrease in gross margin is attributable to an increase in net inventory valuation adjustments, which were $1 million and $(10) million for the three months ended March 31, 2025 and March 31, 2024, respectively. As a reminder, Adjusted Gross Margin and Contribution Margin include inventory valuation adjustments recorded in prior periods on homes sold in the current period and exclude inventory valuation adjustments on homes remaining in inventory at the end of the period, which can create significant differences between these metrics and Gross margin. Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures. See “—Non-GAAP Financial Measures” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

Previous wording

Sales, Marketing and Operations. Sales, marketing and operations increased by $11 million, or 13%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was primarily attributable to a $7 million increase in property holding costs, consistent with increased inventory levels, and a $4 million increase in resale transaction costs and broker commissions, consistent with the 41% increase in revenue during the same period. The increase was partially offset by a $1 million decrease in advertising expense, which decreased from $16 million for the three months ended September 30, 2023 to $15 million for the three months ended September 30, 2024.

Current wording

Sales, Marketing and Operations. Sales, marketing and operations decreased by $15 million, or 13%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was primarily attributable to a decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses, of $10 million, which was attributable to workforce reductions and the transition of certain roles to lower-cost geographies and a $3 million decrease in advertising expense, which decreased from $27 million for the three months ended March 31, 2024 to $24 million for the three months ended March 31, 2025.

Previous wording

General and administrative decreased by $17 million, or 11%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was mainly attributable to a $7 million decrease in depreciation expense as we slowed our pace of fixed assets additions and existing assets became fully depreciated. In addition, headcount expenses, including salaries and benefits, decreased $5 million primarily due to workforce reductions in 2023. In addition, rent expense decreased by $2 million.

Current wording

General and Administrative. General and administrative decreased by $14 million, or 30%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was mainly attributable to a decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses, of $11 million, which was attributable to workforce reductions and the transition of certain roles to lower cost geographies, a $1 million decrease in rent expense due to terminations of certain leases and sub-leases, and a $1 million decrease in depreciation expense as we slowed our pace of fixed assets additions and existing assets became fully depreciated.

Previous wording

Technology and Development. Technology and development decreased by $12 million, or 29%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was primarily attributable to a $11 million decrease in headcount expenses, including salaries and benefits due to workforce reductions in 2023.

Current wording

Technology and Development. Technology and development decreased by $20 million, or 49%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was primarily attributable to a $24 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to workforce reductions and the transition of certain roles to lower cost geographies. These cost reductions were partially offset by a $6 million decrease in capitalization and amortization of IDSW expenses.

Previous wording

Restructuring. Restructuring decreased by $10 million, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Restructuring expense for the nine months ended September 30, 2023 was attributable to the Company’s April 2023 workforce reduction of approximately 22% of our workforce or 560 employees.

Current wording

Restructuring. Restructuring increased by $3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Restructuring expense for the three months ended March 31, 2025 was attributable to the Company’s workforce reductions and related consulting fees incurred during the period.

Previous wording

Interest expense decreased by $73 million, or 42%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to a significant decrease in average balances in our non-recourse asset-backed debt and a decrease in loan fees as a result of committed debt reductions.

Current wording

Interest expense decreased by $4 million, or 11%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was primarily attributable to a decrease in average balances in our non-recourse asset-backed debt.

Previous wording

Other income— net decreased by $30 million, or 38%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to an $8 million change in fair value adjustments on marketable securities and to $40 million lower interest income due to a reduction in the average cash, cash equivalents and restricted cash balances. The decrease was partially offset by the $14 million gain from the deconsolidation of Mainstay.

Current wording

Other income— net decreased by $11 million, or 73%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was primarily attributable to a $12 million decrease in interest income due to a reduction in average cash, cash equivalents and restricted cash balances.

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Current report — wording carried from elsewhere

GAAP in the same period. These measures could differ substantially from similarly titled measures presented by other companies in our industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is net loss.

Current report — wording carried from elsewhere

Sales, marketing and operations expense also includes any headcount expenses in support of sales, marketing, and real estate operations such as salaries, benefits and stock-based compensation.

Current report — wording carried from elsewhere

Net Cash Used in Operating Activities
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

General and Administrative. General and administrative decreased by $2 million, or 4%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was mainly attributable to a $2 million decrease in depreciation expense as we slowed our pace of fixed assets additions and existing assets became fully depreciated.