[SCHEDULE 13D/A] Blend Labs, Inc. SEC Filing

Rhea-AI Filing Summary

Blend Labs, Inc. (BLND)65,351,876 shares of Class A common stock, representing 20.8% of the class. This stake includes 46,153,845 shares issuable upon conversion of 150,000 shares of Series A convertible preferred stock, 11,111,112 shares issuable upon exercise of warrants with a $4.50 exercise price, and 8,086,919 shares of Class A common stock. Brian N. Sheth individually reports beneficial ownership of 65,481,876 shares, or 20.9% of the class, including 8,216,919 Class A shares of which 130,000 are held in a family trust. The amendment notes that since the prior amendment, the reporting persons acquired additional Class A shares, increasing their beneficial ownership by more than one percentage point.

Insights

Equity Ownership Analyst

Haveli and Brian Sheth now report about a one‑fifth stake in Blend Labs.

Entities affiliated with Haveli and Brian N. Sheth disclose beneficial ownership of up to 65,481,876 Blend Labs Class A shares. This equates to 20.8–20.9% of the class, combining common stock with shares issuable from preferred stock conversion and warrant exercise. The structure ties much of the stake to 150,000 shares of Series A convertible preferred stock and warrants with a $4.50 exercise price.

The calculation assumes 256,417,107 Class A shares outstanding as of November 10, 2025, plus the conversion and warrant shares. The amendment states that additional Class A shares were acquired since the last amendment, increasing beneficial ownership by more than one percentage point. This indicates growing exposure to Blend Labs but does not, by itself, describe changes in company operations or strategy.

Future company filings and ownership updates will clarify whether this stake continues to change and how much of it becomes issued common stock through preferred conversions or warrant exercises over time.

11/17/2025 - 09:45 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

11/13/2025

(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).

SCHEDULE 13D

CUSIP No. 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 65,351,876.00
9	Sole Dispositive Power
10	Shared Dispositive Power 65,351,876.00

11

Aggregate amount beneficially owned by each reporting person

65,351,876.00

12

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

13

Percent of class represented by amount in Row (11)

20.8 %

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, (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) 8,086,919 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) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (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.

SCHEDULE 13D

CUSIP No. 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 65,351,876.00
9	Sole Dispositive Power
10	Shared Dispositive Power 65,351,876.00

11

Aggregate amount beneficially owned by each reporting person

65,351,876.00

12

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

13

Percent of class represented by amount in Row (11)

20.8 %

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, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,086,919 shares of Class A Common Stock. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (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.

SCHEDULE 13D

CUSIP No. 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 65,351,876.00
9	Sole Dispositive Power
10	Shared Dispositive Power 65,351,876.00

11

Aggregate amount beneficially owned by each reporting person

65,351,876.00

12

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

13

Percent of class represented by amount in Row (11)

20.8 %

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, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,086,919 shares of Class A Common Stock. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (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.

SCHEDULE 13D

CUSIP No. 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 65,351,876.00
9	Sole Dispositive Power
10	Shared Dispositive Power 65,351,876.00

11

Aggregate amount beneficially owned by each reporting person

65,351,876.00

12

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

13

Percent of class represented by amount in Row (11)

20.8 %

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, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,086,919 shares of Class A Common Stock. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (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.

SCHEDULE 13D

CUSIP No. 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 65,351,876.00
9	Sole Dispositive Power
10	Shared Dispositive Power 65,351,876.00

11

Aggregate amount beneficially owned by each reporting person

65,351,876.00

12

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

13

Percent of class represented by amount in Row (11)

20.8 %

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, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,086,919 shares of Class A Common Stock. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (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.

SCHEDULE 13D

CUSIP No. 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 65,351,876.00
9	Sole Dispositive Power
10	Shared Dispositive Power 65,351,876.00

11

Aggregate amount beneficially owned by each reporting person

65,351,876.00

12

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

13

Percent of class represented by amount in Row (11)

20.8 %

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, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,086,919 shares of Class A Common Stock. The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (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.

SCHEDULE 13D

CUSIP No. 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 65,481,876.00
9	Sole Dispositive Power
10	Shared Dispositive Power 65,481,876.00

11

Aggregate amount beneficially owned by each reporting person

65,481,876.00

12

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

13

Percent of class represented by amount in Row (11)

20.9 %

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, (ii) 11,111,112 shares of Class A Common Stock issuable upon exercise of the Warrants and (iii) 8,216,919 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) 256,417,107 shares outstanding as of November 10, 2025, as reported to the Reporting Persons by the Issuer, (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.

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"), is hereby amended as set forth below by this Amendment No. 2 ("Amendment No. 2" and, together with the Original Schedule 13D and Amendment No. 1, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 2 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. Since the filing of the Reporting Persons' most recent Schedule 13D/A, the Reporting Persons have acquired additional shares of the Issuer's Class A Common Stock that resulted in an increase in the Reporting Persons' beneficial ownership by more than one percent (1%) of the outstanding shares of the Issuer's Class A Common Stock.
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. 2 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. 2 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. 2 amends and supplements the Schedule 13D by adding the following: Exhibit 6. Amended and Restated Annex A 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:	/s/ Brian N. Sheth
Name/Title:	By: Haveli Investments Software Fund I GP, LLC, its General Partner By: Whanau Interests LLC, its Sole Member
Date:	11/17/2025

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Managing Member
Date:	11/17/2025

Haveli Investments Software Fund I GP, LLC

Signature:	/s/ Brian N. Sheth
Name/Title:	By: Whanau Interests LLC, its Sole Member
Date:	11/17/2025

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Managing Member
Date:	11/17/2025

Haveli Software Management LLC

Signature:	/s/ Brian N. Sheth
Name/Title:	By: Haveli Investment Management LLC, its sole member
Date:	11/17/2025

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Chief Executive Officer and Chief Investment Officer
Date:	11/17/2025

Whanau Interests LLC

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Managing Member
Date:	11/17/2025

Haveli Investment Management LLC

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Chief Executive Officer and Chief Investment Officer
Date:	11/17/2025

Haveli Investments, L.P.

Signature:	/s/ Brian N. Sheth
Name/Title:	By: Whanau Interests LLC, its General Partner
Date:	11/17/2025

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Managing Member
Date:	11/17/2025

Brian N. Sheth

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth
Date:	11/17/2025

FAQ

How many Blend Labs (BLND) shares do the Haveli reporting entities beneficially own?

The Haveli reporting entities each report beneficial ownership of 65,351,876 shares of Blend Labs Class A common stock, representing 20.8% of the class.

What is Brian N. Sheths reported ownership stake in Blend Labs (BLND)?

Brian N. Sheth reports beneficial ownership of 65,481,876 shares of Blend Labs Class A common stock, which represents 20.9% of the outstanding class.

How is the Haveli and Brian Sheth Blend Labs (BLND) stake structured?

The reported holdings include 46,153,845 Class A shares issuable upon conversion of 150,000 Series A convertible preferred shares, 11,111,112 Class A shares issuable upon exercise of warrants with a $4.50 exercise price, and existing Class A common shares.

What Blend Labs (BLND) share count was used to calculate the ownership percentages?

The ownership percentages are based on 256,417,107 Class A shares outstanding as of November 10, 2025, plus the Class A shares issuable upon preferred stock conversion and warrant exercise.

Did the Haveli group increase its Blend Labs (BLND) ownership in this amendment?

Yes. The amendment states that since the most recent amendment, the reporting persons acquired additional Class A shares, resulting in an increase in beneficial ownership of more than 1% of the outstanding Class A shares.

What portion of Brian N. Sheths Blend Labs (BLND) stake is held via a family trust?

Brian N. Sheths reported holdings include 8,216,919 Class A shares, which includes 130,000 shares held in a family trust for which his spouse serves as trustee.