Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year


Effective as of January 23, 2023, the Board of Directors (the "Board") of Opendoor Technologies Inc. (the "Company") approved and adopted an amendment and restatement of the Company's bylaws (as so amended, the "Bylaws"). Among other things, the amendments effected by the Bylaws:



     •    address the universal proxy rules adopted by the U.S. Securities and
          Exchange Commission by clarifying that no person may solicit proxies in
          support of a director nominee other than the Board's nominees unless such
          person has complied with Rule 14a-19 under the Securities Exchange Act of
          1934, as amended, including applicable notice and solicitation
          requirements; and



     •    require that a stockholder directly or indirectly soliciting proxies from
          other stockholders use a proxy card color other than white, which shall
          be reserved for exclusive use by the Board.

The Bylaws also include certain technical, conforming, modernizing and clarifying changes. The foregoing description of the changes contained in the Bylaws does not purport to be complete, and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.       Description

3.1           Amended and Restated Bylaws of Opendoor Technologies Inc.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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