great post by
@cubeqube; thanks. just deconstructing the opendoor-zillow warrant structure a bit more here. why tranche 1 is just the start, and it could possibly get better from here.
according to the opendoorβs latest 10-q,
@zillow officially vested tranche 1 (300k shares) of those 2022 partnership warrants. some of you might be wondering why it took four whole years just to hit milestone one, and what it means going forward.
here is some food for thoughts:
1οΈβ£ why did tranche 1 take so long?
the timing was just brutal. right after they signed this in july 2022, the fed started spiking interest rates, which completely froze the housing market. add in the fact that the zillow integration rolled out super cautiously city-by-city rather than nationwide overnight, and possibly the milestone meter was barely moving for two years. it wasnβt until opendoor stabilized its unit economics and scaled "opendoor 2.0" that zillow's funnel finally caught real traction. also, at the same time, opendoor had to play defense, tightening its buy-box and pausing heavy acquisitions. it'd be interesting to know how much of tranche 1 success comes from post-kaz and kaz era, but i think this is not something that
@nejatian can publicly disclose.
2οΈβ£ the clock is ticking (and zillow knows it)
the entire agreement has a hard deadline in july 2027. zillow only has about a year left to unlock the remaining 5.7 million unvested shares. since these tranches vest sequentially based on cumulative referral fees, zillow has a massive incentive to push as many clean, high-quality seller leads to opendoor as possible right now. if they don't optimize the funnel today, they permanently lose out on millions of shares of potential upside.
3οΈβ£ credit where credit is due. this contract protects us even though old management drafted this, you have to admit it was engineered beautifully to protect retail shareholders from toxic dilution.
first, the exercise price has a hard floor at $15.00; meaning zillow can't dilute the company at pennies on the dollar.
second, the net exercise math means far fewer shares actually hit the float than the headline numbers look like.
third, and more importantly imo, opendoor holds the ultimate veto: they have the right to cash-settle any exercise. if the stock is absolutely ripping, opendoor can refuse to issue new shares and just cut zillow a check for their net profit instead.
and fourth, the $30.00 max cap ensures zillow has serious skin in the game (and you need this in partnership). if they push incredible volume and help send the stock past $30 into the stratosphere, their strike price stays locked at $30, giving them a guaranteed discount and a multi-million dollar payday.
the bottom line:
this setup aligns perfectly with the exact capital allocation rules kaz keeps preaching: zero dilution happens unless shareholders get massive value first. zillow is highly motivated to pump transaction volume before july 2027, and opendoor holds all the structural leverage.
Did you know about Zillow's ($Z) bet on
$OPEN πͺ ?
$30 by Q2 2027 π