| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| |
| | | $ | $ | | $ |
| | | | | $ | $ | $ | |
| Total Offering Amounts | $ | $ | |||||
| Total Fee Offsets | | ||||||
| Net Fee Due | $ | ||||||
| (1) | Pursuant to Rule 416(a) promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), this registration
statement on Form S-8 (this “Registration Statement”) shall also
cover any additional shares of common stock, par value $0.0001 per share (“Common
Stock”), of Opendoor Technologies Inc. (the “Company”) that become issuable
under the Company’s 2020 Incentive Award Plan (the “Incentive Plan”) or the
Company’s 2020 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without receipt of consideration that increases the number of outstanding
shares of Common Stock. |
|
(2)
|
Estimated solely for purposes
of calculating the registration fee pursuant to
Rules 457(c) and 457(h) of the Securities Act, the
proposed maximum offering price per share and proposed maximum aggregate
offering price are based upon the average of the high and low prices of the
Company’s shares of Common Stock as reported on the Nasdaq Global Select Market
on November 4, 2025, which date is within five business days prior to the
filing of this Registration Statement.
|
|
(3)
|
Represents shares of Common Stock available for
future issuance as a result of the annual automatic increases under the
Incentive Plan pursuant to its terms.
|
| (4) | Estimated in accordance with Rule 457(c) and
(h) under the Securities Act. The offering price per share and the
aggregate offering price are calculated based on 85% of the average of the high
and low sale prices per share of the Common Stock as reported on the Nasdaq
Global Select Market on November 4, 2025. Pursuant to the ESPP, the purchase
price of the shares of Common Stock reserved for issuance thereunder will be
85% of the lower of the fair market value of the Common Stock on (i) the
applicable offer period start date and (ii) the applicable purchase date. |
|
(5)
|
Represents 6,775,437 and 7,199,901 additional
shares of Common Stock available for issuance as a result of the annual
automatic increase on January 1, 2024 and January 1, 2025, respectively under
the ESPP.
|