The first-ever buyback is from the note buyers.
The press release said “buyback.” The 8-K said “from certain participants.”
On 13 August 2026, Opendoor Technologies Inc. put out a release. The headline is the tell. It reads: “Opendoor Reduces Shares Outstanding by 5% in First-Ever Share Buyback, and Raises $440 Million of Growth Capital at 0% Coupon.” A reader who stopped there would think the company had gone into the market and retired stock.
The Form 8-K filed the same morning, accession 0001140361-26-032600, names the sellers.
On 12 August 2026 the company signed privately negotiated subscription agreements to issue $650 million aggregate principal amount of 0.00% Convertible Senior Notes due 2030. The same Item 1.01 then says where $158 million of that paper goes.
In connection with the Transactions, the Company intends to repurchase approximately $158 million of shares of its common stock from certain participants in the Transactions through a financial intermediary at the last reported sale price of the common stock on August 12, 2026, and the Company has been advised that J. Wood Capital Advisors LLC (“JWCA”), the placement agent for the Transactions, intends to purchase approximately $25 million of shares of the Company’s common stock from certain participants in the Transactions through a financial intermediary at a discount to the last reported sale price of the common stock on August 12, 2026. The Company and JWCA have also each agreed not to issue or sell such shares of common stock for 30 days.
That paragraph is in Item 1.01. A stranger can open the filing and match it. The phrase “first-ever share buyback” does not appear in it. “Certain participants in the Transactions” does.
The sellers of the stock are buyers of the notes. The company is not describing an open-market program. It is describing a concurrent purchase, through an intermediary, from the same private placement.
The Company expects that the gross proceeds from the Transactions will be $650 million, excluding offering fees and transaction expenses. The Company intends to use approximately $52.5 million of the proceeds from the Transactions to fund the cost of entering the capped call transactions and approximately $158.0 million to repurchase approximately 45.3 million shares of its common stock. The Company intends to use the remainder of the proceeds from the Transactions for general corporate purposes. The Transactions and the capped call transactions are expected to close concurrently on or about August 19, 2026, subject to customary closing conditions.
Six hundred fifty, minus 158.0, minus 52.5, is 439.5. The press release rounds that remainder to “$440 million of growth capital.” The 8-K does not print $440. It prints the three inputs.
The $10.38 line is not in the 8-K.
The release’s subhead says the structure is “for no expected net share issuance until stock exceeds $10.38 per share.” The 8-K body does not contain $10.38. It contains a conversion rate and a settlement election.
The initial conversion rate is 212.2466 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $4.71 per share of common stock. Based on the initial conversion rate, 137,960,290 shares of common stock would be issued upon conversion of the Notes. The initial conversion price represents a premium of approximately 35% over the last reported sale price of $3.49 per share of the Company’s common stock on August 12, 2026.
One hundred thirty-eight million shares “would be issued upon conversion.” That is the 8-K’s own sentence. Cash settlement of principal is an option the company may take. It is not a covenant in Item 1.01. The 8-K’s checkable number, if the notes convert and the company delivers stock, is 137,960,290 shares.
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