Haveli group (NYSE: BLND) discloses 60.6M-share Blend Labs position

Rhea-AI Filing Summary

Blend Labs, Inc. received an updated ownership report as several Haveli-affiliated entities and Brian N. Sheth filed Amendment No. 3 to their Schedule 13D. They report beneficial ownership of about 60.5 million shares or rights to shares of Class A common stock, representing roughly 21% of the class.

The position consists of 46,153,845 shares issuable upon conversion of 150,000 shares of Series A Convertible Preferred Stock and 14,326,205 outstanding Class A shares, including 130,000 shares held in a family trust associated with Mr. Sheth. The amendment also notes that a warrant to acquire 11,111,112 Class A shares held by Haveli Brooks Aggregator, L.P. expired on April 29, 2026, and states that, aside from the transactions described, no reporting person has traded Blend Labs Class A stock in the past 60 days.

Key Figures

Beneficial ownership (Haveli entities): 60,480,050 shares Beneficial ownership (Brian N. Sheth): 60,610,050 shares Ownership percentage (Haveli entities): 21.2% +5 more

8 metrics

Beneficial ownership (Haveli entities) 60,480,050 shares Class A common stock beneficially owned as reported on cover pages

Beneficial ownership (Brian N. Sheth) 60,610,050 shares Class A common stock beneficially owned including family trust holdings

Ownership percentage (Haveli entities) 21.2% Percent of Class A common stock represented by 60,480,050 shares

Ownership percentage (Brian N. Sheth) 21.3% Percent of Class A common stock represented by 60,610,050 shares

Convertible preferred into Class A 46,153,845 shares Class A shares issuable upon conversion of 150,000 Series A Preferred

Existing Class A shares 14,326,205 shares Blend Labs Class A common stock already outstanding in the position

Shares outstanding baseline 238,860,271 shares Class A common stock outstanding as of May 1, 2026 per Q1 2026 Form 10-Q

Expired warrant capacity 11,111,112 shares Class A shares previously acquirable under warrant that expired April 29, 2026

Key Terms

Schedule 13D, beneficially owned, Series A Convertible Preferred Stock, warrant, +1 more

5 terms

Schedule 13D regulatory

"The statement on filed on May 6, 2024 (the "Original"), as amended by Amendment No. 1 ... is hereby amended as set forth below by this Amendment No. 3"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With:"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Series A Convertible Preferred Stock financial

"issuable upon conversion of 150,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per share"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

warrant financial

"a warrant previously held by Haveli Brooks Aggregator, L.P. to acquire 11,111,112 shares of Class A Common Stock expired pursuant to its terms"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power 10 | Shared Dispositive Power 60,480,050.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Blend Labs, Inc.

(Name of Issuer)

Class A common stock, par value $0.00001 per share

(Title of Class of Securities)

09352U108

(CUSIP Number)

Della P. Richardson
405 Colorado Street, Suite 1600
Austin, TX, 78701
512-987-7314

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 09352U108

1

Name of reporting person

Haveli Brooks Aggregator, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power
8	Shared Voting Power 60,480,050.00
9	Sole Dispositive Power
10	Shared Dispositive Power 60,480,050.00

11

Aggregate amount beneficially owned by each reporting person

60,480,050.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

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, and (ii) 14,326,205 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) 238,860,271 shares outstanding as of May 1, 2026, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026 (the "Q1 2026 Form 10-Q") and (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock.

SCHEDULE 13D

CUSIP Number(s): 09352U108

1

Name of reporting person

Haveli Investments Software Fund I GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power
8	Shared Voting Power 60,480,050.00
9	Sole Dispositive Power
10	Shared Dispositive Power 60,480,050.00

11

Aggregate amount beneficially owned by each reporting person

60,480,050.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

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, and (ii) 14,326,205 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) 238,860,271 shares outstanding as of May 1, 2026, as reported by the Issuer in the Q1 2026 Form 10-Q and (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock.

SCHEDULE 13D

CUSIP Number(s): 09352U108

1

Name of reporting person

Haveli Software Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power
8	Shared Voting Power 60,480,050.00
9	Sole Dispositive Power
10	Shared Dispositive Power 60,480,050.00

11

Aggregate amount beneficially owned by each reporting person

60,480,050.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.2 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

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, and (ii) 14,326,205 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) 238,860,271 shares outstanding as of May 1, 2026, as reported by the Issuer in the Q1 2026 Form 10-Q and (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock.

SCHEDULE 13D

CUSIP Number(s): 09352U108

1

Name of reporting person

Whanau Interests LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power
8	Shared Voting Power 60,480,050.00
9	Sole Dispositive Power
10	Shared Dispositive Power 60,480,050.00

11

Aggregate amount beneficially owned by each reporting person

60,480,050.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

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, and (ii) 14,326,205 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) 238,860,271 shares outstanding as of May 1, 2026, as reported by the Issuer in the Q1 2026 Form 10-Q and (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock.

SCHEDULE 13D

CUSIP Number(s): 09352U108

1

Name of reporting person

Haveli Investment Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power
8	Shared Voting Power 60,480,050.00
9	Sole Dispositive Power
10	Shared Dispositive Power 60,480,050.00

11

Aggregate amount beneficially owned by each reporting person

60,480,050.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.2 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

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, and (ii) 14,326,205 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) 238,860,271 shares outstanding as of May 1, 2026, as reported by the Issuer in the Q1 2026 Form 10-Q and (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock.

SCHEDULE 13D

CUSIP Number(s): 09352U108

1

Name of reporting person

Haveli Investments, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power
8	Shared Voting Power 60,480,050.00
9	Sole Dispositive Power
10	Shared Dispositive Power 60,480,050.00

11

Aggregate amount beneficially owned by each reporting person

60,480,050.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

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, and (ii) 14,326,205 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) 238,860,271 shares outstanding as of May 1, 2026, as reported by the Issuer in the Q1 2026 Form 10-Q and (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock.

SCHEDULE 13D

CUSIP Number(s): 09352U108

1

Name of reporting person

Brian N. Sheth

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power
8	Shared Voting Power 60,610,050.00
9	Sole Dispositive Power
10	Shared Dispositive Power 60,610,050.00

11

Aggregate amount beneficially owned by each reporting person

60,610,050.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

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, and (ii) 14,326,205 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 of Class A Common Stock outstanding for purposes of the percentage calculation in row 13 assumes (i) 238,860,271 shares outstanding as of May 1, 2026, as reported by the Issuer in the Q1 2026 Form 10-Q and (ii) 46,153,845 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.00001 per share
(b)	Name of Issuer: Blend Labs, Inc.
(c)	Address of Issuer's Principal Executive Offices: 7250 Redwood Blvd., Suite 300, Novato, CALIFORNIA , 94945.
Item 1 Comment: The statement on Schedule 13D filed on May 6, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on August 18, 2025 ("Amendment No. 1") and Amendment No. 2 to Schedule 13D filed on November 17, 2025 ("Amendment No. 2"), is hereby amended as set forth below by this Amendment No. 3 ("Amendment No. 3" and, together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 3 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. On April 29, 2026, a warrant previously held by Haveli Brooks Aggregator, L.P. to acquire 11,111,112 shares of Class A Common Stock expired pursuant to its terms.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 11 and 13 on each of the cover pages of this Amendment No. 3 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.
(b)	The information contained in rows 7, 8, 9 and 10 on each of the cover pages of this Amendment No. 3 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.
(c)	Except as described in this Schedule 13D (including the exhibits hereto), 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.
Item 7.	Material to be Filed as Exhibits.
	This Amendment No. 3 amends and supplements the Schedule 13D by adding the following: Exhibit 7. Reporting Person Transactions of Class A Common Stock During the Past 60 Days

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Haveli Brooks Aggregator, L.P.

Signature:	By: Haveli Investments Software Fund I GP, LLC, its General Partner By: Whanau Interests LLC, its Sole Member, /s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Managing Member
Date:	05/15/2026

Haveli Investments Software Fund I GP, LLC

Signature:	By: Whanau Interests LLC, its Sole Member, /s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Managing Member
Date:	05/15/2026

Haveli Software Management LLC

Signature:	By: Haveli Investment Management LLC, its sole member, /s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Chief Executive Officer and Chief Investment Officer
Date:	05/15/2026

Whanau Interests LLC

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Managing Member
Date:	05/15/2026

Haveli Investment Management LLC

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Chief Executive Officer and Chief Investment Officer
Date:	05/15/2026

Haveli Investments, L.P.

Signature:	By: Whanau Interests LLC, its General Partner, /s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Managing Member
Date:	05/15/2026

Brian N. Sheth

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth
Date:	05/15/2026

FAQ

What ownership stake in Blend Labs (BLND) do the Haveli entities report?

The Haveli-affiliated entities report beneficial ownership of 60,480,050 shares or rights to shares of Blend Labs Class A common stock, representing 21.2% of the class. This figure combines convertible preferred shares and existing Class A common shares using the company’s Q1 2026 share count.

How many Blend Labs (BLND) shares does Brian N. Sheth beneficially own?

Brian N. Sheth reports beneficial ownership of 60,610,050 Blend Labs Class A shares or rights to shares, representing 21.3% of the class. His total includes the Haveli-related holdings plus 130,000 Class A shares held in a family trust where his spouse serves as trustee.

How is the Haveli group’s Blend Labs (BLND) stake structured?

The reported stake consists of 46,153,845 Blend Labs Class A shares issuable upon conversion of 150,000 Series A Convertible Preferred shares and 14,326,205 existing Class A shares. This structure blends current equity with a sizable convertible preferred position into Class A stock.

What happened to Haveli’s warrant position in Blend Labs (BLND)?

On April 29, 2026, a warrant previously held by Haveli Brooks Aggregator, L.P. to acquire 11,111,112 Blend Labs Class A shares expired pursuant to its terms. This expiration removes that particular potential source of additional shares from the Haveli group’s capital structure exposure.

How was the Blend Labs (BLND) ownership percentage calculated in the filing?

The 21.2% and 21.3% ownership figures use 238,860,271 Blend Labs Class A shares outstanding as of May 1, 2026, as reported in the Q1 2026 Form 10-Q, plus 46,153,845 additional Class A shares assumed issuable upon conversion of the Series A Convertible Preferred Stock.

Have the Haveli reporting persons traded Blend Labs (BLND) recently?

The filing states that, except as described in the amendment and its exhibits, none of the reporting persons, nor any person named in Item 2, has effected any transaction in Blend Labs Class A common stock during the past 60 days. This emphasizes limited recent trading activity by the group.