BLND Schedule 13D/A: Haveli Entities Report 19.3% Ownership, Cap Raised to 24.9%

Rhea-AI Filing Summary

Blend Labs amendment summary: This Amendment No. 1 to the Schedule 13D updates prior disclosures filed May 6, 2024. Reporting persons (Haveli entities and Brian N. Sheth) report beneficial ownership of 60,388,199 shares of Class A common stock, representing 19.3% of the class on the stated basis. The reported holdings comprise 46,153,845 shares issuable on conversion of Series A preferred, 11,111,112 shares issuable on exercise of warrants and 3,123,242 shares of Class A common stock.

Key change: On August 17, 2025 the Board, at Aggregator's request, approved Aggregator acquiring beneficial ownership of up to 24.9% of outstanding Class A shares (previously restricted to 19.9% under the Investment Agreement). The filing states no transactions by the reporting persons in the past 60 days and adds an amended exhibit (Amended and Restated Annex A).

Positive

• Board-approved increase of Aggregator's permitted beneficial ownership from 19.9% to 24.9%, enabling a larger stake.
• Clear beneficial ownership disclosure: 60,388,199 shares reported (19.3%), with breakdown of conversion and warrant components.

Negative

• None.

Insights

Financial Analyst

TL;DR: Board approval raises the stake cap to 24.9%, materially increasing potential ownership and influence.

The amendment documents that Haveli-related reporting persons and Brian Sheth collectively beneficially own 60,388,199 shares (19.3% on the stated share base). The material change is the Board's written approval on August 17, 2025 permitting Aggregator to acquire up to 24.9% of Class A shares versus a prior 19.9% cap in the Investment Agreement. That approval increases the maximum potential dilution/ownership threshold and may allow the group to increase voting and economic influence if exercised. No transactions in the prior 60 days are reported and an amended annex is being filed as an exhibit.

Corporate Governance Expert

TL;DR: Governance action is limited to board approval of a higher ownership cap; procedural rather than operational change.

The filing reflects a governance-level consent by the issuer's board enabling Aggregator to hold up to 24.9% of Class A common stock. This is a formal amendment to the parties' prior restrictions and signals the board's consent to greater concentrated ownership by related investors. The Schedule 13D continues to disclose the makeup of the reported position and an amended annex is attached. The statement also notes no recent share transactions by the reporting persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

08/17/2025

(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 0.00
8	Shared Voting Power 60,388,199.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 60,388,199.00

11

Aggregate amount beneficially owned by each reporting person

60,388,199.00

12

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

13

Percent of class represented by amount in Row (11)

19.3 %

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) 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.

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 0.00
8	Shared Voting Power 60,388,199.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 60,388,199.00

11

Aggregate amount beneficially owned by each reporting person

60,388,199.00

12

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

13

Percent of class represented by amount in Row (11)

19.3 %

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) 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.

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 0.00
8	Shared Voting Power 60,388,199.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 60,388,199.00

11

Aggregate amount beneficially owned by each reporting person

60,388,199.00

12

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

13

Percent of class represented by amount in Row (11)

19.3 %

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) 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.

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 0.00
8	Shared Voting Power 60,388,199.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 60,388,199.00

11

Aggregate amount beneficially owned by each reporting person

60,388,199.00

12

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

13

Percent of class represented by amount in Row (11)

19.3 %

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) 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.

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 0.00
8	Shared Voting Power 60,388,199.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 60,388,199.00

11

Aggregate amount beneficially owned by each reporting person

60,388,199.00

12

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

13

Percent of class represented by amount in Row (11)

19.3 %

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) 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.

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 0.00
8	Shared Voting Power 60,388,199.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 60,388,199.00

11

Aggregate amount beneficially owned by each reporting person

60,388,199.00

12

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

13

Percent of class represented by amount in Row (11)

19.3 %

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) 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.

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 0.00
8	Shared Voting Power 60,518,199.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 60,518,199.00

11

Aggregate amount beneficially owned by each reporting person

60,518,199.00

12

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

13

Percent of class represented by amount in Row (11)

19.3 %

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, (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.

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") 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.
Item 4.	Purpose of Transaction
	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.
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. 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.
(b)	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.
(c)	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. 1 amends and supplements the Original Schedule 13D by adding the following: Exhibit 6. Amended and Restated Annex A

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:	Brian N. Sheth / Chief Executive Officer and Chief Investment Officer
Date:	08/18/2025

Haveli Investments Software Fund I GP, LLC

Signature:	/s/ Brian N. Sheth
Name/Title:	By: Whanau Interests LLC, its Sole Member By: Brian N. Sheth / Managing Member
Date:	08/18/2025

Haveli Software Management LLC

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Chief Executive Officer and Chief Investment Officer
Date:	08/18/2025

Whanau Interests LLC

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Managing Member
Date:	08/18/2025

Haveli Investment Management LLC

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth / Chief Executive Officer and Chief Investment Officer
Date:	08/18/2025

Haveli Investments, L.P.

Signature:	/s/ Brian N. Sheth
Name/Title:	By: Whanau Interests LLC, its General Partner By: Brian N. Sheth / Managing Member
Date:	08/18/2025

Brian N. Sheth

Signature:	/s/ Brian N. Sheth
Name/Title:	Brian N. Sheth
Date:	08/18/2025

FAQ

What change did the Blend Labs (BLND) Schedule 13D/A announce?

The filing states the Board approved Aggregator acquiring up to 24.9% of Class A common stock, increasing the prior cap of 19.9%.

How many Blend Labs shares do the reporting persons beneficially own?

The reporting persons report beneficial ownership of 60,388,199 shares, representing 19.3% on the stated basis.

What composes the 60,388,199 shares reported in the filing?

The amount comprises 46,153,845 shares issuable on conversion of Series A preferred, 11,111,112 shares issuable on exercise of warrants, and 3,123,242 shares of Class A common stock.

Did the reporting persons trade BLND shares in the past 60 days?

No. The filing states that none of the reporting persons, to their knowledge, effected any transaction in Class A common stock during the past 60 days.

Is there additional documentation filed with this amendment?

Yes. The amendment adds Exhibit 6, described as an Amended and Restated Annex A.