SCHEDULE: Haveli Group Boosts Blend Labs Ownership Limit to 24.9%

Haveli Brooks Aggregator, L.P. received Board approval to increase its beneficial ownership limit in Blend Labs, Inc. from 19.9% to 24.9%.

Summary

• Haveli Brooks Aggregator, L.P., along with related entities and Brian N. Sheth, collectively beneficially own 60,388,199 shares of Blend Labs, Inc. Class A common stock, representing 19.3% of the class.
• Brian N. Sheth's beneficial ownership totals 60,518,199 shares, also representing 19.3% of the class, which includes 130,000 shares held in a family trust.
• The reported beneficial ownership is comprised of 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 an exercise price of $4.50 per share, and 3,123,242 (or 3,253,242 for Mr. Sheth) shares of Class A Common Stock.
• The percentage calculation is based on 255,696,747 shares outstanding as of July 31, 2025, as reported by Blend Labs in its Q2 2025 10-Q.
• On August 17, 2025, Blend Labs' Board of Directors approved Haveli Brooks Aggregator, L.P. to acquire beneficial ownership of up to 24.9% of the Issuer's outstanding Class A Common Stock.
• Prior to this approval, the Investment Agreement restricted Aggregator from acquiring beneficial ownership of more than 19.9% of the Issuer's outstanding Class A Common Stock, subject to certain customary exceptions.
• No transactions in Class A Common Stock were effected by the Reporting Persons or any person named in Item 2 during the past 60 days.

Sentiment

Score: 7

Explanation: The filing indicates a significant investor has received approval to increase their potential stake, which is generally a positive signal of confidence in the company's future.

Positives

• The Board's approval for Haveli Brooks Aggregator, L.P. to increase its potential beneficial ownership limit from 19.9% to 24.9% signals increased confidence from a significant investor.
• This change provides Haveli with greater flexibility to potentially increase its stake in Blend Labs, which could be viewed as a positive long-term commitment.

Future Outlook

The approval for Haveli Brooks Aggregator, L.P. to increase its beneficial ownership limit to 24.9% suggests a potential future increase in their stake in Blend Labs, indicating a long-term investment perspective.

Industry Context

This filing reflects an institutional investor's strategic move to increase its potential influence and stake in a financial technology (fintech) company. Such actions can signal investor confidence in the company's market position and future growth prospects within the competitive software and financial services sectors.

Corporate Governance

Stakeholder Impact

• Shareholders: May view the increased ownership limit for a major investor as a positive signal of confidence in the company's future prospects, potentially leading to increased investor interest.
• Management: The Board's approval indicates alignment with a significant investor, potentially fostering a more stable and supportive shareholder base.

Next Steps

• Potential future acquisition of additional Class A Common Stock by Haveli Brooks Aggregator, L.P. up to the newly approved 24.9% beneficial ownership limit.

Key Dates

Recommendation

A major institutional investor, Haveli, has secured Board approval to significantly increase its potential ownership stake in Blend Labs. This strategic move signals strong confidence in the company's long-term value and future performance, making it an attractive signal for other investors to consider a 'buy' position.

Keywords

Blend Labs, Haveli Investments, Schedule 13D, beneficial ownership, Class A common stock, preferred stock, warrants, fintech, software, investment agreement