Opendoor Technologies Inc.

Previous wording

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Forward-Looking Statements,” “Risk Factors,” or in other parts of this Quarterly Report on Form 10-Q, and in “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

Current wording

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Forward-Looking Statements,” “Risk Factors,” or in other parts of this Quarterly Report on Form 10-Q, and in “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), and in “Part II – Item 1A. Risk Factors,” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “June 2025 Quarterly Report”).

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 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 287,000 transactions and 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. Our data-driven pricing models and integrated local operations are modernizing residential real estate by providing a simple, certain, and largely digital way to buy and sell homes. Since our founding, we have completed over 291,000 transactions across the United States, making us one of the largest buyers and sellers of homes in the United States.

Previous wording

In response to this challenging 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. Additionally, we have expanded our agent-led distribution channel and capital-light product initiatives, which we believe may resonate with prospective sellers in these market conditions.

Current wording

In response to this challenging 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 the third quarter of 2025 we continued to have elevated spread levels in response to this uncertainty and expanded our agent-led distribution channel and capital-light product initiatives. Beginning in the fourth quarter of 2025, we refined our blanket high spread policy to adopt a more tailored approach, offering stronger offers for higher-quality homes with greater expected resale velocity while maintaining higher spreads for lower-quality homes with elevated risk and slower resale clearance expectations. We believe these refinements will increase the likelihood of offer acceptance among higher-quality homes, improve the overall quality mix of homes in our portfolio, and support faster sell‑through. In addition, we dynamically adjust list prices to calibrate to market sell‑through rates and drive resale clearance. We 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.

Previous wording

We are expanding our reach through our agent-led distribution channel, which enables us to connect home sellers with trusted local agents at the beginning of their journey. These agents present a full suite of selling solutions, including cash offers and listings, helping customers navigate their options with expert guidance. By integrating agents into our platform experience, we’re able to offer more personalized, high-touch support to customers while broadening the scope and flexibility of services we provide.

Current wording

We have expanded our reach through our agent-led distribution channel, which enables us to connect home sellers with trusted local agents at the beginning of their journey. These agents present one or more selling solutions, including cash offers and listings, helping customers navigate their options with expert guidance. By integrating agents into our platform experience, we’re able to offer more personalized, high-touch support to customers while broadening the scope, geography, and flexibility of services we provide.

Previous wording

Our success with title insurance and escrow services helps validate our view that customers prefer an online, integrated experience. We will continue to evaluate new ways to improve our end-to-end solution and expect to invest in additional adjacent products and services over time with the expectation that these adjacent services will continue to improve our unit economics.

Current wording

Our success with title insurance and escrow services helps validate our view that customers prefer an online, integrated experience. We will continue to evaluate new ways to improve our end-to-end solution and expect to invest in additional adjacent products and services over time, including through potential strategic transactions, growth opportunities or partnerships, with the expectation that these adjacent services will continue to improve our unit economics.

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•Platform efficiency improvements through greater automation and self-service;

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•Platform efficiency improvements through greater use of generative AI, automation and self-service;

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•Incremental attach of services, which supplement the core transaction margin profile; and

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•Incremental attach of services, which supplement the core transaction margin profile

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•Expansion of our agent-led distribution channel and leveraging our platform to develop additional offerings, which we expect can increase overall conversion and unlock more capital-light margin.

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•Leveraging our platform to develop additional offerings, which we expect can increase overall conversion and unlock more capital-light margin.

Previous wording

Effectively managing our overall inventory position and balancing growth, margin, and risk are critical to our financial performance. Since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems, and will continue to do so. As part of our overall risk management framework, we consider both individual market and aggregate portfolio exposures. We typically seek to maximize the resale margin performance of our inventory in the context of managing overall risk and inventory health through monitoring sell-through rates, holding periods, and portfolio aging, and we will adjust down listed prices on our inventory when appropriate to stay in-line with market sell-through rates and drive resale clearance. We also adjust the spreads embedded in our offers to respond to current market conditions, both at a macro and local level. (Spreads are defined as total discount to our home valuation at time of offer less the Opendoor service fee of 5%.)

Current wording

Effectively managing our overall inventory position and balancing growth, margin, and risk are critical to our financial performance. Since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems, and expect to continue to do so. As part of our overall risk management framework, we consider both individual market and aggregate portfolio exposures. We typically seek to maximize the resale margin performance of our inventory in the context of managing overall risk and inventory health through monitoring sell-through rates, holding periods, and portfolio aging, and we will adjust down listed prices on our inventory when appropriate to stay in-line with market sell-through rates and drive resale clearance. We also adjust the spreads embedded in our offers to respond to current market conditions, both at a macro and local level. (Spreads are defined as total discount to our home valuation at time of offer less the Opendoor service fee.)

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 $21 million and $34 million during the three and six months ended June 30, 2025, respectively, and $34 million and $41 million during three and six months ended June 30, 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.

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 $15 million and $48 million during the three and nine months ended September 30, 2025, respectively, and $10 million and $51 million during three and nine months ended September 30, 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 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 June 30, 2025, such homes represented 36% of our portfolio, compared to 19% 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.

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 September 30, 2025, such homes represented 51% of our portfolio, compared to 23% 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, 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 inflation and interest rate fluctuations, have obscured the impact of seasonality in our historical financials and may continue to do so.

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, 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. It also excludes (gain) loss on extinguishment of debt as these gains or expenses were incurred as a result of decisions made by management to terminate or partially extinguish portions of our outstanding credit facilities or convertible senior 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. It also excludes loss (gain) on extinguishment of debt as these expenses or gains were incurred as a result of decisions made by management to terminate or partially extinguish portions of our outstanding credit facilities or convertible senior 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.

Previous wording

(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 and six months ended June 30, 2024, Adjusted Net Loss would have improved by $3 million and $7 million, respectively, with no impact to Adjusted EBITDA.

Current wording

(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 and nine months ended September 30, 2024, Adjusted Net Loss would have improved by $3 million and $10 million, respectively, with no impact to Adjusted EBITDA.

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(8)Primarily includes related party services income and sublease income.

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(8)Primarily includes gain on deconsolidation, net and related party services income.

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Restructuring expense consists primarily of severance and other termination benefits for employees whose roles have been eliminated, consulting fees, and expenses related to the termination of certain leases incurred during the restructuring process.

Current wording

Restructuring expense consists primarily of severance and other termination benefits for employees whose roles have been eliminated, consulting fees, and expenses related to the termination of certain leases 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

(Gain) loss on extinguishment of debt consists primarily of gains or losses recognized in conjunction with the termination or partial debt extinguishment of debt facilities and convertible senior notes and the derecognition of associated unamortized deferred costs.

Current wording

Loss (gain) on extinguishment of debt consists primarily of gains or losses recognized in conjunction with the termination or partial debt extinguishment of debt facilities and convertible senior notes and the derecognition of associated unamortized deferred costs.

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.

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 and gains from deconsolidation.

Previous wording

Revenue increased by $56 million, or 4%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in revenue was primarily attributable to higher sales volumes in the second quarter of 2025. We sold 4,299 homes during the three months ended June 30, 2025, compared to 4,078 homes during the three months ended June 30, 2024, representing an increase of 5%. Revenue per home sold decreased 2% between the same periods.

Current wording

Revenue decreased by $462 million, or 34%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease in revenue was primarily attributable to lower sales volumes in the third quarter of 2025. We sold 2,568 homes during the three months ended September 30, 2025, compared to 3,615 homes during the three months ended September 30, 2024, representing a decrease of 29%. Revenue per home sold decreased 6% between the same periods.

Previous wording

Revenue increased by $28 million, or 1%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in revenue was primarily attributable to higher sales volumes in the first half of 2025. We sold 7,245 homes during the six months ended June 30, 2025, compared to 7,156 homes during the six months ended June 30, 2024, representing an increase of 1%. Revenue per home sold was flat between the same periods.

Current wording

Revenue decreased by $434 million, or 11%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease in revenue was primarily attributable to lower sales volumes in the first nine months of 2025. We sold 9,813 homes during the nine months ended September 30, 2025, compared to 10,771 homes during the nine months ended September 30, 2024, representing a decrease of 9%. Revenue per home sold decreased 2% between the same periods.

Previous wording

Cost of revenue increased by $44 million, or 2%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in cost of revenue was primarily attributable to higher sales volumes.

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Cost of revenue decreased by $423 million, or 33%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease in cost of revenue was primarily attributable to lower sales volumes and a 6% decrease in cost of revenue per home.

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Cost of revenue increased by $57 million, or 4%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in cost of revenue was primarily attributable to higher sales volumes.

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Cost of revenue decreased by $379 million, or 10%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease in cost of revenue was primarily attributable to lower sales volumes.

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Gross profit decreased from $129 million to $128 million and gross margin decreased from 8.5% to 8.2% for the three months ended June 30, 2024 and June 30, 2025, respectively. For the same periods, Adjusted Gross Margin decreased from 10.2% to 8.6% and Contribution Margin decreased from 6.3% to 4.4%. The decrease in gross margin, Adjusted Gross Margin, and Contribution Margin is driven by a higher mix of older inventory in the resale cohort due to a soft real estate market with lower clearance. 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.

Current wording

Gross profit decreased from $105 million to $66 million and gross margin decreased from 7.6% to 7.2% for the three months ended September 30, 2024 and September 30, 2025, respectively. For the same periods, Adjusted Gross Margin decreased from 7.2% to 7.0% and Contribution Margin decreased from 3.8% to 2.2%. The decrease in gross margin, Adjusted Gross Margin, and Contribution Margin is driven by a higher mix of older inventory in the resale cohort. 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

Gross profit decreased from $243 million to $227 million and gross margin decreased from 9.0% to 8.3% for the six months ended June 30, 2024 and June 30, 2025, respectively. For the same periods, Adjusted Gross Margin decreased from 9.6% to 8.6% and Contribution Margin decreased from 5.6% to 4.5%. The decrease in gross margin, Adjusted Gross Margin, and Contribution Margin is driven by a higher mix of older inventory in the resale cohort due to a soft real estate market with lower clearance. 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 $348 million to $293 million and gross margin decreased from 8.6% to 8.1% for the nine months ended September 30, 2024 and September 30, 2025, respectively. For the same periods, Adjusted Gross Margin decreased from 8.8% to 8.2% and Contribution Margin decreased from 5.0% to 3.9%. The decrease in gross margin, Adjusted Gross Margin, and Contribution Margin is driven by a higher mix of older inventory in the resale cohort. 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 decreased by $30 million, or 26%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily attributable to a $14 million decrease in advertising expense, which decreased from $21 million for the three months ended June 30, 2024 to $7 million for the three months ended June 30, 2025 and an $11 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts.

Current wording

Sales, Marketing and Operations. Sales, marketing and operations decreased by $30 million, or 31%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily attributable to an $8 million decrease in advertising expense, which decreased from $15 million for the three months ended September 30, 2024 to $7 million for the three months ended September 30, 2025, an $8 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts, a $7 million decrease in property holding costs due to decreased homes in inventory, and a $4 million decrease in resale broker commissions, consistent with a decrease in revenue.

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General and Administrative. General and administrative decreased by $20 million, or 42%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily attributable to a $16 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts.

Current wording

General and Administrative. General and administrative increased by $2 million, or 4%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily attributable to a $14 million increase in market-condition restricted stock units granted to executives, partially offset by a $12 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts.

Previous wording

General and administrative decreased by $34 million, or 36%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily attributable to a $27 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts.

Current wording

General and administrative decreased by $32 million, or 23%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily attributable to a $39 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts, and a $3 million decrease in rent expense. These cost reductions were partially offset by a $14 million increase in market-condition restricted stock units granted to executives.

Previous wording

Technology and Development. Technology and development decreased by $16 million, or 43%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily attributable to a $27 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts. These cost reductions were partially offset by a $12 million decrease in capitalization and amortization of IDSW expenses.

Current wording

Technology and Development. Technology and development decreased by $11 million, or 37%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily attributable to a $16 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts. These cost reductions were partially offset by a $8 million decrease in capitalization and amortization of IDSW expenses.

Previous wording

Technology and development decreased by $36 million, or 46%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily attributable to a $52 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts. These cost reductions were partially offset by a $17 million decrease in capitalization and amortization of IDSW expenses.

Current wording

Technology and development decreased by $47 million, or 44%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily attributable to a $67 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts. These cost reductions were partially offset by a $26 million decrease in capitalization and amortization of IDSW expenses.

Previous wording

Restructuring. Restructuring increased by $6 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Restructuring expense for the three months ended June 30, 2025 was attributable to the Company’s workforce reductions, related consulting fees, and expenses associated with lease terminations incurred during the period.

Current wording

Restructuring. Restructuring increased by $1 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Previous wording

Restructuring increased by $9 million, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Restructuring expense for the six months ended June 30, 2025 was attributable to the Company’s workforce reductions, related consulting fees, and expenses associated with lease terminations incurred during the period.

Current wording

Restructuring increased by $10 million, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Restructuring expense for the nine months ended September 30, 2025 was attributable to the Company’s workforce reductions, related consulting fees, and expenses associated with lease terminations incurred during the period.

Previous wording

Gain (loss) on extinguishment of debt increased by $11 million, for both the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. The gain on extinguishment of debt during the three and six months ended June 30, 2025 was primarily attributable to the Company’s partial extinguishment of its 2026 Notes.

Current wording

Gain (loss) on extinguishment of debt increased by $10 million, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The gain on extinguishment of debt during the nine months ended September 30, 2025 was primarily attributable to the Company’s partial extinguishment of its 2026 Notes.

Previous wording

Interest expense increased by $2 million, or 3%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily attributable to interest expense on the Company’s Convertible Senior Notes.

Current wording

Interest expense increased by $2 million, or 2%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

Other income— net decreased by $2 million, or 17%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily attributable to lower interest income due to a reduction in average cash, cash equivalents and restricted cash balances.

Current wording

Other income— net decreased by $22 million, or 44%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily attributable to a $15 million decrease in interest income due to a reduction in the average cash, cash equivalents and restricted cash balances and a $14 million gain related to the deconsolidation of Mainstay on July 31, 2024 and recognized during the nine months ended September 30, 2024, with no corresponding activity recognized during the nine months ended September 30, 2025. The decrease in Other income was partially offset by a $4 million decrease in net loss on marketable equity securities.

Previous wording

Income tax expense changed by a nominal amount for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.

Current wording

Income tax expense changed by a nominal amount for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024.

Previous wording

Our principal sources of liquidity have historically consisted of cash generated from our operations and from financing activities. As of June 30, 2025, we had cash and cash equivalents of $789 million and restricted cash of $396 million. The increase in our cash, cash equivalents and marketable securities balance of $110 million as compared to December 31, 2024 resulted primarily from $75 million of net proceeds from the issuance of convertible senior notes and capital released as a result of a decrease in real estate inventory partially offset by operating losses. The increase in our restricted cash balance of $304 million as compared to December 31, 2024 was primarily a result of capital released as a result of a decrease in real estate inventory partially offset by $182 million net principal payments on non-recourse asset-backed debt.

Current wording

Our principal sources of liquidity have historically consisted of cash generated from our operations and from financing activities. As of September 30, 2025, we had cash and cash equivalents of $962 million and restricted cash of $490 million. The increase in our cash, cash equivalents and marketable securities balance of $283 million as compared to December 31, 2024 resulted primarily from approximately $198 million of total cash proceeds, after commissions, from the issuance of common stock under the at-the-market equity offering sales agreement (the “ATM Agreement”), as well as $75 million of net proceeds from the issuance of convertible senior notes, $41 million of proceeds from certain PIPE offerings and capital released as a result of a decrease in real estate inventory partially offset by operating losses. The increase in our restricted cash balance of $398 million as compared to December 31, 2024 was primarily a result of capital released as a result of a decrease in real estate inventory partially offset by $584 million net principal payments on non-recourse asset-backed debt.

Previous wording

As of June 30, 2025, the Company had total outstanding balances on our asset-backed debt of $1.8 billion and aggregate principal outstanding from convertible senior notes of $460 million. In addition, we had undrawn borrowing capacity of $6.0 billion under our non-recourse asset-backed debt facilities (as described further below), of which $301 million was committed.

Current wording

As of September 30, 2025, the Company had total outstanding balances on our asset-backed debt of $1.3 billion and aggregate principal outstanding from convertible senior notes of $460 million. In addition, we had undrawn borrowing capacity of $6.3 billion under our non-recourse asset-backed debt facilities (as described further below), of which $494 million was committed.

Previous wording

In May 2025, the Company entered into privately negotiated transactions with certain holders of the 0.25% senior convertible notes due in 2026 (the “2026 Notes”) and new investors, pursuant to which the Company issued $325 million aggregate principal amount of 7.00% senior convertible notes due 2030 (the “2030 Notes”; collectively with the 2026 Notes, “Convertible Senior Notes”) consisting of (i) $246 million aggregate principal amount of 2030 Notes issued in exchange for $246 million principal amount of 2026 Notes and (ii) $79 million aggregate principal amount of 2030 Notes issued for cash. Such transactions resulted in gross cash proceeds of $75 million, excluding certain fees and other offering expenses, and represent an issue price of 95%.

Current wording

In May 2025, the Company entered into privately negotiated transactions with certain holders of the 0.25% senior convertible notes due in 2026 (the “2026 Notes”) and new investors, pursuant to which the Company issued $325 million aggregate principal amount of 7.00% senior convertible notes due 2030 (the “2030 Notes”; collectively with the 2026 Notes, “Convertible Senior Notes”) consisting of (i) $246 million aggregate principal amount of 2030 Notes issued in exchange for $246 million principal amount of 2026 Notes and (ii) $79 million aggregate principal amount of 2030 Notes issued for cash. Such transactions resulted in gross cash proceeds of $75 million, excluding certain fees and other offering expenses, and represent an issue price of 95%. During the third quarter of 2025, the remaining 2026 Notes became due within 12 months of the balance sheet date. Accordingly, the entire principal balance of the 2026 Notes ($135 million) has been classified as a current liability in the condensed consolidated balance sheet as of September 30, 2025.

Previous wording

In May 2024, the Company entered into an at-the-market equity offering sales agreement (the “ATM Agreement”) with Barclays Capital Inc. and Virtu Americas LLC, as sales agents (the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock having an aggregate offering price of up to $200 million. Under the ATM Agreement, the Agents may sell shares by any method deemed to be an “at-the-market offering.” During the three and six months ended June 30, 2025, there was no activity pursuant to the ATM Agreement.

Current wording

In May 2024, the Company entered into the ATM Agreement with Barclays Capital Inc. and Virtu Americas LLC, as sales agents (the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock having an aggregate offering price of up to $200 million. Under the ATM Agreement, the Agents may sell shares by any method deemed to be an “at-the-market offering.” During the three and nine months ended September 30, 2025, the Company issued and sold an aggregate of 21,587,667 shares at a weighted average price of $9.26 per share, under the ATM Agreement for total cash proceeds, after commissions, of approximately $198 million.

Previous wording

We classify the senior revolving credit facilities as current liabilities on our condensed consolidated balance sheets. In some cases, the borrowing capacity amounts under the asset-backed senior revolving credit facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. As of June 30, 2025, we had committed borrowing capacity with respect to asset-backed senior revolving credit facilities of $440 million.

Current wording

We classify the senior revolving credit facilities as current liabilities on our condensed consolidated balance sheets. In some cases, the borrowing capacity amounts under the asset-backed senior revolving credit facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. As of September 30, 2025, we had committed borrowing capacity with respect to asset-backed senior revolving credit facilities of $400 million.