Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0001193125-24-132234 0002022284 XXXXXXXX LIVE 1 Class A common stock, par value $0.00001 per share 08/17/2025 false 0001855747 09352U108 Blend Labs, Inc. 7250 Redwood Blvd., Suite 300 Novato CA 94945 Della P. Richardson 512-987-7314 405 Colorado Street Suite 1600 Austin TX 78701 0002022121 N Haveli Brooks Aggregator, L.P. OO N DE 0.00 60388199.00 0.00 60388199.00 60388199.00 N 19.3 PN The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock, par value $0.00001 per share (the "Class A Common Stock") of Blend Labs, Inc. (the "Issuer") issuable upon conversion of 150,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per share, (the "Series A Preferred Stock") of the Issuer, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of warrants with an exercise price of $4.50 per share (the "Warrants") and (iii) 3,123,242 shares of Class A Common Stock. The number of shares of Class A Common Stock outstanding for purposes of the percentage calculation in row 13 assumes (i) 255,696,747 shares outstanding as of July 31, 2025, as reported by the Issuer in its Quarterly Report for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on August 7, 2025 (the "Q2 2025 10-Q"), (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants. 0002022122 N Haveli Investments Software Fund I GP, LLC OO N DE 0.00 60388199.00 0.00 60388199.00 60388199.00 N 19.3 OO The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 3,123,242 shares of Class A Common Stock. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 255,696,747 shares outstanding as of July 31, 2025, as reported in the Q2 2025 10-Q, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants. 0002022117 N Haveli Software Management LLC OO N DE 0.00 60388199.00 0.00 60388199.00 60388199.00 N 19.3 IA The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 3,123,242 shares of Class A Common Stock. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 255,696,747 shares outstanding as of July 31, 2025, as reported in the Q2 2025 10-Q, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants. 0002022120 N Whanau Interests LLC OO N DE 0.00 60388199.00 0.00 60388199.00 60388199.00 N 19.3 OO The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 3,123,242 shares of Class A Common Stock. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 255,696,747 shares outstanding as of July 31, 2025, as reported in the Q2 2025 10-Q, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants. 0002022286 N Haveli Investment Management LLC OO N DE 0.00 60388199.00 0.00 60388199.00 60388199.00 N 19.3 IA The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 3,123,242 shares of Class A Common Stock. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 255,696,747 shares outstanding as of as of July 31, 2025, as reported in the Q2 2025 10-Q, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants. 0002022284 N Haveli Investments, L.P. OO N DE 0.00 60388199.00 0.00 60388199.00 60388199.00 N 19.3 PN The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 3,123,242 shares of Class A Common Stock. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 255,696,747 shares outstanding as of July 31, 2025, as reported in the Q2 2025 10-Q, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants. 0001782665 N Brian N. Sheth OO N DE 0.00 60518199.00 0.00 60518199.00 60518199.00 N 19.3 IN The securities reported in rows 8, 10 and 11 are comprised of (i) 46,153,845 shares of Class A Common Stock issuable upon conversion of 150,000 shares of Series A Preferred Stock, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 3,253,242 shares of Class A Common Stock, including 130,000 shares of Class A Common Stock held in a family trust for which Mr. Sheth's spouse is the trustee. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 255,696,747 shares outstanding as of July 31, 2025, as reported in the Q2 2025 10-Q, (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants. Class A common stock, par value $0.00001 per share Blend Labs, Inc. 7250 Redwood Blvd., Suite 300 Novato CA 94945 The statement on Schedule 13D filed on May 6, 2024 (the "Original Schedule 13D") is hereby amended as set forth below by this Amendment No. 1 ("Amendment No. 1" and, together with the Original Schedule 13D, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Schedule 13D. This Amendment No. 1 amends and supplements the Original Schedule 13D by adding the following: On August 17, 2025, the Board, at the request of Aggregator, provided written approval for Aggregator to acquire beneficial ownership of up to 24.9% of the Issuer's outstanding Class A Common Stock. Prior to that approval, the Investment Agreement restricted, subject to certain customary exceptions, Aggregator from acquiring beneficial ownership of more than 19.9% of the Issuer's outstanding Class A Common Stock. The information contained in rows 11 and 13 on each of the cover pages of this Amendment No. 1 and the information set forth or incorporated in Items 2, 3, 4 and 6 of the Schedule 13D is incorporated by reference in its entirety into this Item 5. The information contained in rows 7, 8, 9 and 10 on each of the cover pages of this Amendment No. 1 and the information set forth or incorporated in Items 2, 3, 4 and 6 of the Schedule 13D is incorporated by reference in its entirety into this Item 5. None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the shares of Class A Common Stock during the past 60 days. This Amendment No. 1 amends and supplements the Original Schedule 13D by adding the following: Exhibit 6. Amended and Restated Annex A Haveli Brooks Aggregator, L.P. /s/ Brian N. Sheth Brian N. Sheth / Chief Executive Officer and Chief Investment Officer 08/18/2025 Haveli Investments Software Fund I GP, LLC /s/ Brian N. Sheth By: Whanau Interests LLC, its Sole Member By: Brian N. Sheth / Managing Member 08/18/2025 Haveli Software Management LLC /s/ Brian N. Sheth Brian N. Sheth / Chief Executive Officer and Chief Investment Officer 08/18/2025 Whanau Interests LLC /s/ Brian N. Sheth Brian N. Sheth / Managing Member 08/18/2025 Haveli Investment Management LLC /s/ Brian N. Sheth Brian N. Sheth / Chief Executive Officer and Chief Investment Officer 08/18/2025 Haveli Investments, L.P. /s/ Brian N. Sheth By: Whanau Interests LLC, its General Partner By: Brian N. Sheth / Managing Member 08/18/2025 Brian N. Sheth /s/ Brian N. Sheth Brian N. Sheth 08/18/2025