Blend Labs Inc
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
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Item 15. EXHIBITS
The following documents are filed as a part of this Annual Report on Form 10-K:
(a) Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(b) Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.
(c) Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K, or are incorporated herein by reference, in each case as indicated below.
EXHIBIT INDEX
| Incorporated by Reference | |||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 2.1 | Stock Purchase Agreement among the registrant, Title365 Holding Co., Xome Holdings LLC and, for the purposes of certain sections of the agreement, Mr. Cooper Group Inc., dated as of March 12, 2021. | S-1 | 333-257223 | 2.1 | June 21, 2021 |
| 3.1 | Amended and Restated Certificate of Incorporation of the registrant. | 10-Q | 001-40599 | 3.1 | August 24, 2021 |
| 3.2 | Amended and Restated Bylaws of the registrant. | 10-Q | 001-40599 | 3.2 | August 24, 2021 |
| 4.1 | Form of Class A common stock certificate of the registrant. | S-1/A | 333-257223 | 4.1 | July 6, 2021 |
| 4.2 | Amended and Restated Investors’ Rights Agreement, among the registrant and certain holders of its capital stock, dated as of January 11, 2021. | S-1/A | 333-257223 | 4.2 | July 6, 2021 |
| 4.3 | Warrant to Purchase Class A Common Stock between the registrant, OR Lending LLC, OR Tech Lending LLC, and OR BL LLC., dated as of July 2, 2021. | 10-Q | 001-40599 | 4.4 | August 24, 2021 |
| 4.4 | Description of Capital Stock. | 10-K | 001-40599 | 4.4 | March 31, 2022 |
| 10.1+ | Form of Indemnification Agreement between the registrant and each of its directors and executive officers. | S-1/A | 333-257223 | 10.1 | July 6, 2021 |
| 10.2+* | Blend Labs, Inc. 2021 Equity Incentive Plan and related form agreements. | ||||
| 10.3+ | Blend Labs, Inc. 2012 Stock Plan and related form agreements. | S-1 | 333-257223 | 10.3 | June 21, 2021 |
| 10.4+ | Executive 2020 Bonus Plan. | S-1 | 333-257223 | 10.4 | June 21, 2021 |
| 10.5+ | Executive Incentive Compensation Plan. | S-1 | 333-257223 | 10.5 | June 21, 2021 |
| 10.6+ | Form of Change in Control Severance Agreement. | 10-Q | 001-40599 | 10.2 | November 7, 2023 |
| 10.7+ | Outside Director Compensation Policy. | 10-K | 001-40599 | 10.7 | March 16, 2023 |
| 10.8+ | Letter Agreement between the registrant and Nima Ghamsari, dated as of August 25, 2023. | 10-Q | 001-40599 | 10.1 | November 7, 2023 |
| 10.9+ | Form of Award Letter | 10-Q | 001-40599 | 10.3 | November 7, 2023 |
| 10.10+ | Confirmatory Employment Letter between the registrant and Marc Greenberg, dated as of June 29, 2021. | S-1/A | 333-257223 | 10.11 | July 6, 2021 |
| 10.11+ | Blend Labs, Inc. Stand-Alone Stock Option Agreement between the registrant and Nima Ghamsari, effective as of March 30, 2021, as amended July 5, 2021. | 10-Q | 001-40599 | 10.12 | August 24, 2021 |
| 10.12+ | Form of Exchange Agreement between the registrant and Nima Ghamsari. | S-1/A | 333-257223 | 10.15 | July 6, 2021 |
| 10.13+ | Form of Equity Exchange Agreement between the registrant and Nima Ghamsari. | S-1/A | 333-257223 | 10.16 | July 6, 2021 |
| 10.14 | Credit Agreement between the registrant, the guarantors and lenders from time to time party thereto, and Owl Rock Technology Finance Corp., as administrative agent and collateral agent, dated as of June 30, 2021. | S-1/A | 333-257223 | 10.18 | July 6, 2021 |
| 10.15 | Office Lease between the registrant and 500 Pine Street Company LLC, dated as of December 1, 2016. | S-1 | 333-257223 | 10.17 | June 21, 2021 |
| 10.16+ | Offer Letter between the registrant and Ciara Burnham, dated as of December 7, 2021. | 10-K | 001-40599 | 10.17 | March 31, 2022 |
| 10.17 | First Amendment to Credit Agreement between the registrant, the guarantors and lenders from time to time party thereto, and Owl Rock Technology Finance Corp., as administrative agent, dated as of October 18, 2022. | 10-K | 001-40599 | 10.18 | March 16, 2023 |
| 10.18 | Second Amendment to Credit Agreement between the registrant, the guarantors and lenders from time to time party thereto, and Blue Owl Technology Finance Corp., as administrative agent, dated as of November 27, 2023. | 8-K | 001-40599 | 10.1 | November 28, 2023 |
| 10.19+ | Offer Letter between the registrant and Erin Lantz, dated as of January 5, 2023. | 10-K | 001-40599 | 10.19 | March 16, 2023 |
| 10.20+ | Offer Letter between the registrant and Amir Jafari, dated as of January 9, 2023. | 10-K | 001-40599 | 10.20 | March 16, 2023 |
| 10.21+ | Discretionary Retention Bonus Letter between the registrant and Marc Greenberg, dated as of January 9, 2023. | 10-K | 001-40599 | 10.21 | March 16, 2023 |
| 10.22* | Stockholders Agreement among the registrant, Title365 Holding Co., and Xome Holdings LLC, dated as of June 30, 2021. | ||||
| 16.1 | Letter from Ernst & Young LLP to the Securities and Exchange Commission dated April 6, 2023. | 8-K | 001-40599 | 16.1 | April 6, 2023 |
| 21.1* | List of subsidiaries of the registrant. | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm. | ||||
| 23.2* | Consent of Independent Registered Public Accounting Firm. | ||||
| 24.1* | Power of Attorney (included in signature pages hereto). | ||||
| 31.1* | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1† | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1* | Compensation Recovery Policy. | ||||
| 101 | The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
- Filed herewith.
- Indicates management contract or compensatory plan or arrangement.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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