Opendoor Technologies Inc. (NASDAQ: OPEN) closed a $650.0 million private placement of 0.00% Convertible Senior Notes due 2030 on August 19, 2026, according to a company statement.

The notes, issued to certain investors through privately negotiated subscription transactions, carry no regular interest and will mature on August 15, 2030, unless earlier converted, redeemed, or repurchased. U.S. Bank Trust Company, National Association serves as trustee under the indenture.

The initial conversion rate is set at 212.2466 shares of common stock per $1,000 principal amount, representing a conversion price of approximately $4.71 per share. That price reflects a 35% premium over Opendoor's last reported sale price of $3.49 per share on August 12, 2026. A full conversion of the notes would result in the issuance of approximately 137,960,290 shares of common stock.

Noteholders may convert their notes before February 15, 2030 only upon the occurrence of certain specified events. From February 15, 2030, holders may convert at any time until two scheduled trading days before maturity. The company may settle conversions in cash, common stock, or a combination of both, at its discretion.

The company may redeem the notes on or after February 22, 2029, subject to conditions including the stock price exceeding 130% of the conversion price for a specified period. A "Cleanup Redemption" provision allows full redemption at any time if less than $75.0 million in aggregate principal remains outstanding.

Separately, on August 12, 2026, Opendoor entered into capped call transactions with certain financial institutions at a cost of approximately $52.5 million. The cap price is $6.98 per share, representing a 100% premium over the August 12 closing price. The transactions are intended to reduce potential dilution from note conversions, subject to a cap.