| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.