Blend Labs Inc

Rule 10b5-1 Trading Arrangements

On November 8, 2024, Amir Jafari, our Head of Finance and Administration, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 93,039 shares of our Class A common stock, with the exact number of shares to be sold pursuant to Mr. Jafari’s trading arrangement to be determined based on market prices of our Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until July 31, 2025, or earlier if all transactions under the trading arrangement are completed.

On December 13, 2024, Nima Ghamsari, our Head of Blend, Co-Founder, and Chair of our board of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 800,000 shares of our Class A common stock and sales of shares of our Class A common stock to be issued upon the vesting of restricted stock units or exercise of options, with the exact number of shares to be sold pursuant to Mr. Ghamsari’s trading arrangement to be determined based on market prices of our Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until September 25, 2025, subject to early termination for certain specified events set forth in the trading arrangement, or earlier if all transactions under the trading arrangement are completed.

No other officers or directors, as defined in Rule 16a-1(f), adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arra ngement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

Executive Compensation Changes

On March 13, 2025, based on the recommendation of our compensation committee of our board of directors (the “compensation committee”) our board of directors approved new compensation arrangements for Nima Ghamsari, Head of Blend, Co-Founder and Chair of our board of directors (the “Head of Blend”). Under the terms of the new compensation arrangements, the Head of Blend will receive (a) a base salary of $545,000 per year (unchanged from his current base salary), (b) an annual target bonus in the amount of $495,000, effective as of April 1, 2025, (c) an award of RSUs covering 1,000,000 shares of the Company’s Class A Common Stock, vesting in quarterly installments over two years, with the first quarterly installment scheduled to vest on May 20, 2025, subject to the Head of Blend’s continued employment with the Company through the applicable vesting date, and (d) an award of PSUs covering a maximum of 4,200,000 shares of the Company’s Class A Common Stock with vesting contingent on the achievement of certain Company stock price hurdles to be set forth in the applicable award agreement.

On March 13, 2025, our compensation committee of the board of directors (the “compensation committee”) approved new compensation arrangements for Amir Jafari, Head of Finance and Administration, and Winnie Ling, Head of Legal and People (each, a “Senior Executive”). Under the terms of the new compensation arrangements, Mr. Jafari will receive (a) a base salary of $450,000 per year, effective as of April 1, 2025, (b) an annual target bonus for 2025 in the amount of $200,000 (unchanged from his 2024 annual target bonus), (c) an award of RSUs covering 750,000 shares of the Company’s Class A Common Stock, vesting in quarterly installments over two years, with the first quarterly installment scheduled to vest on May 20, 2025, subject to Mr. Jafari’s continued employment with the Company through the applicable vesting date, and (d) an award of performance-based RSUs (“PSUs”, and such award, the “New PSUs”, as defined and described below). Under the terms of the new compensation arrangements, Ms. Ling will receive (a) a base salary of $400,000 per year (unchanged from her current base salary), (b) an annual target bonus for 2025 in the amount of $100,000, effective as of April 1, 2025, (c) an award of RSUs covering 250,000 shares of the Company’s Class A Common Stock, vesting in quarterly installments over two years, with the first quarterly installment scheduled to vest on May 20, 2025, subject to Ms. Ling’s continued employment with the Company through the applicable vesting date, and (d) an award of New PSUs (as described below).

Executive PSU Standardization

In 2023, our board of directors granted PSUs (the “2023 PSU Awards”) to each Senior Executive, covering a total of 1,200,000 PSUs for Mr. Jafari and 800,000 PSUs for Ms. Ling, respectively. The 2023 PSU Awards were scheduled to vest in four tranches upon continued service and satisfaction of certain market-based performance targets related to the Company’s stock price hurdles. In December 2024, the first performance target related to the Company’s stock price was satisfied and 25% of the PSUs subject to each 2023 PSU Award vested.

On March 13, 2025, our compensation committee deemed it advisable to standardize the performance goals applicable to all outstanding PSUs for the Senior Executives so that the Company’s executives would have the same incentives and work towards the same objectives, thus creating a more cohesive and effective leadership team. In connection with this determination, on March 13, 2025, the outstanding 2023 PSU Awards, covering a total of 900,000 PSUs for Mr. Jafari and 600,000 PSUs for Ms. Ling, respectively, were cancelled, and on the same date, our compensation committee granted new PSUs (the “New PSUs”) to Mr. Jafari covering a total of 1,300,00 PSUs and Ms. Ling covering a total of 800,000 PSUs. The New PSUs are scheduled to vest in four tranches upon continued service and satisfaction of certain market-based performance targets related to the Company’s stock price hurdles.

Executive Severance Agreements

On March 13, 2025, our board of directors (with respect to Mr. Ghamsari and based on the recommendation of our compensation committee) and the compensation committee (with respect to the Senior Executives) approved the Company entering into a letter agreement (the “Letter Agreement”) with Nima Ghamsari, Head of Blend, Co-Founder, and Chair of the Company’s board of directors (the “Head of Blend” and, together with the Senior Executives, the “Executives”) and each Senior Executive. Each Letter Agreement provides the Executive with certain severance protections under the circumstances described in the Letter Agreement. Pursuant to the terms of the Letter Agreement, if the Company terminates the Executive’s employment without Cause (as defined in the Letter Agreement) and other than by reason of the Executive’s death or Disability (as defined in the Letter Agreement), the Executive will receive a lump sum payment equal to: (i) six months of the Executive’s base salary in effect immediately prior to the Executive’s termination and (ii) an amount representing Company-paid COBRA for Executive and Executive’s covered dependents for a period of six months following the termination (together, the “Severance Benefits”). Receipt of the Severance Benefits is conditioned on the Executive satisfying any conditions to receipt of severance set forth in the Letter Agreement, including the Executive timely signing and not revoking the Company’s then-standard separation agreement and release of claims. In the event that any payments or benefits payable to the Executive (including the Severance Benefits) constitute “parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then such payments or benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such payments or benefits being subject to the excise tax, whichever results in the receipt by the Executive on an after-tax basis of the greatest amount of payments or benefits. The foregoing is a summary of the material terms of the Letter Agreement and is qualified in its entirety by reference to the complete text of the Letter Agreement, a copy of which will be included as an exhibit to the this Annual Report on Form 10-K.