Blend Labs, Inc.

1. Description of Business and Basis of Presentation

Description of Business

Blend Labs, Inc. (the “Company,” “Blend,” “we,” “us,” or “our”) was incorporated on April 17, 2012. The Company offers a cloud-based software platform for financial services firms that is designed to power the end-to-end consumer journey for banking products. The Company’s solutions make the journey from application to close fast, simple, and transparent for consumers, while helping financial services firms increase productivity, deepen customer relationships, and deliver exceptional consumer experiences.

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Blend Labs, Inc., its subsidiaries in which the Company holds a controlling financial interest, and variable interest entities (“VIE”) in which the Company is the primary beneficiary in accordance with the consolidation accounting guidance.

Noncontrolling interest represents the minority stockholder’s share of the net income or loss and equity in a consolidated subsidiary. On February 26, 2025, the Company obtained the remaining interest previously held by the minority stockholder thereby extinguishing the noncontrolling interest.

All intercompany balances and transactions have been eliminated in consolidation.

During the first quarter of 2025, the Company classified the results of its previously reported Title segment as discontinued operations in the Company’s unaudited condensed consolidated financial statements for all periods presented. On March 1, 2026, the Company completed the sale of substantially all assets and liabilities of the title business. As a result, the Company operates in a single reportable segment. For further information on the Company’s segments, refer to Note 14, Segment Information, and Note 15, Assets Held for Sale and Discontinued Operations.

Prior period information has been reclassified to conform to the current period presentation. Refer to Note 15, Assets Held for Sale and Discontinued Operations.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the notes thereto. Actual results may differ from those estimates. Such estimates include, but are not limited to, estimates of variable consideration, evaluation of contingencies, determination of the incremental borrowing rates used in calculations of lease liabilities, determination of fair value of stock-based compensation, determination of fair value of marketable securities, determination of fair value of each of the Series A Preferred Stock and the warrant issued to Brooks Aggregator, L.P. (“Haveli”) to purchase up to 11,111,112 shares of Class A common stock, at a purchase price of $4.50 per share of Class A common stock (the “Haveli Warrant”), determination of fair values of assets transferred and performance obligations committed to under the strategic partnership agreement, assessment of expected credit losses on notes receivable, valuation of deferred tax assets, valuation of the redeemable noncontrolling interest, determination of fair value of the disposal group classified in discontinued operations, determination of useful lives of tangible and intangible assets and capitalized internal-use software development costs, assessment of impairment of long-lived assets, and valuation of equity securities without readily determinable fair value.

Risks and Uncertainties

The Company has been and may continue to be affected by various macroeconomic factors, including the interest rate environment, housing affordability, U.S trade and tariff policy, and worldwide political and economic conditions. Financial markets have continued to experience periods of volatility driven by uncertainty around monetary policy, inflation, employment trends, and geopolitical conflict. The real estate environment, including interest rates, home prices, and the general economic environment, typically impacts the demand for mortgage and mortgage related products. While the Federal Reserve reduced its benchmark rate during the latter part of 2025 and 30-year mortgage rates have moderated from their recent highs, the demand for mortgage and mortgage related products remains sensitive to these factors, and any material changes in Federal Reserve policy or leadership, interest rates, or housing supply are expected to impact overall origination activity levels during 2026. The ongoing implementation, modification, and litigation of U.S. tariff policy has contributed to market volatility and could influence inflation expectations, the pace and direction of future Federal Reserve actions, consumer confidence, and long-term interest rates, any of which could in turn affect the demand for mortgage and consumer financial products.

The Company’s operations are principally funded by available liquidity from cash, cash equivalents and investments. The Company has incurred net losses in each period since inception, and its limited operating history in an evolving industry makes it difficult to accurately forecast the impact of macroeconomic or other external factors on its business and may increase the risk that the Company may not be able to achieve or maintain profitability in the future, or otherwise suffers adverse impacts on its operational and financial results.

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2025. Except for a revised policy related to capitalized internal-use software as a result of the adoption of ASU No. 2025-06, Intangibles—Goodwill and Other-Internal-Use Software (Subtopic 350-40), there have been no significant changes to these policies during the three months ended March 31, 2026.

Restricted Cash

The Company has classified cash that is not available for use in its operations as restricted cash. Restricted cash consists of collateral for surety bonds for licenses held by the Company’s discontinued title operations. As of March 31, 2026 and December 31, 2025, the Company had $1.9 million in restricted cash, which is presented within prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets.

Trade and Other Receivables and Credit Loss Reserves

The Company reports trade and other receivables net of the allowance for credit losses, in accordance with Accounting Standards Codification (“ASC”) 326, Financial Instruments—Credit Losses. ASC 326 requires an entity to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. The Company’s estimate of expected credit losses is determined based on expected lifetime loss rates calculated from historical data and adjusted for the impact of current and future conditions, such as the age of outstanding receivables, historical payment patterns, any known or expected changes to the customers’ ability to fulfill their payment obligations, or assessment of broader economic conditions that may impact the customers’ ability to pay the outstanding balances. As of each of March 31, 2026 and December 31, 2025, the reserve for expected credit losses wasimmaterial. The provision for expected credit losses and the uncollectible portion of the receivables written off against reserve for expected credit losses were immaterial for the three months ended March 31, 2026 and 2025.

Consolidated Variable Interest Entity

The Company determines, at the inception of each arrangement, whether an entity in which it has made an investment or in which it has other variable interest is considered a VIE. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to direct the activities that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, the Company determines whether any changes in its interest or relationship with the entity impact the determination of whether the entity is still a VIE and, if so, whether the Company is the primary beneficiary. If the Company is not deemed to be the primary beneficiary of a VIE, the Company accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP.

The Company has variable interest in an entity that provides certain back office support services to the Company using a cost-plus pricing model. As of March 31, 2026, the Company’s unaudited condensed consolidated financial statements include total assets of $2.7 million related to the VIE, which primarily consists of cash and cash equivalents of $0.6 million, prepaid expenses and other assets of $0.5 million, fixed assets of $0.3 million, and a right-of-use asset of $1.3 million. As of March 31, 2026, the Company’s unaudited condensed consolidated financial statements include total liabilities of $2.0 million related to the VIE, which primarily consists of a lease liability of $1.4 million, income taxes payable of $0.2 million, and other liabilities of $0.4 million. The right-of-use asset and a corresponding lease liability relate to an office lease held by a VIE.

Capitalized Internal-Use Software

The Company capitalizes certain costs incurred in the development of its platform and product offerings when (i) management has authorized and committed funding for the project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. In assessing whether completion of a project is probable, the Company evaluates whether significant development uncertainty exists. Significant development uncertainty exists if (a) the software includes novel, unique, or unproven functions, features, or technological innovations that have not yet been established through coding and testing, or (b) the software’s significant performance requirements have not yet been determined or remain subject to substantial revision.

Development costs incurred on a project for which significant development uncertainty exists are expensed as incurred; capitalization commences only upon resolution of such uncertainty.

Capitalized costs include personnel and related expenses, including stock-based compensation, for employees who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases and amortization commences once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the existing software are capitalized, while the costs incurred for minor modifications, as well as training and maintenance, are expensed as incurred. The capitalized internal-use software development costs are reported in property and equipment, net, in the consolidated balance sheets. The Company does not transfer ownership of its software or license or lease the software to third parties.

Capitalized internal-use software development costs are amortized using the straight-line method through cost of revenue over an estimated useful life of the software, as the straight-line recognition method best approximates the manner in which the expected benefit will be derived as follows:

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, trade accounts receivable, and notes receivable. The Company maintains its cash equivalents primarily in money market funds and highly liquid investments that are issued or guaranteed by the United States government or its agencies. As of March 31, 2026 and December 31, 2025, cash and cash equivalents amounted to $37.4 million and $45.1 million, respectively, and included $1.9 million and $2.0 million, respectively, of cash held in a foreign jurisdiction. Collateral is not required for trade accounts receivable.

The following customers comprised 10% or more of the Company’s revenue for the following periods:

The following customers comprised 10% or more of the Company’s trade and unbilled receivables:

JOBS Act Accounting Election

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies (that is, those that have not had a Securities Act of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Company intends to use this extended transition period under the JOBS Act until December 31, 2026, at which time the Company will no longer be considered an EGC. The adoption dates discussed below reflect this election.

Recently Adopted Accounting Standards

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other-Internal-Use Software (Subtopic 350-40). This update removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. The guidance is effective for the Company for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company elected to early adopt this ASU as of January 1, 2026 using the prospective transition method. The adoption of ASU 2025-06 resulted in a decrease in the amount of software costs eligible for capitalization as certain agile development activities do not meet the “probable-to-complete” threshold as early as they did under the legacy stage-based model, particularly for projects involving novel technology.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This update improves the disclosures about a public entity’s expenses, primarily through additional disclosures of specific information about certain costs and expenses in the notes to financial statements. The guidance is effective for the Company for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements.

In November 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This amendment results in a comprehensive list of interim disclosures that are required by GAAP, which includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for interim reporting periods within annual reporting periods beginning after December 15, 2028, for entities other than public business entities. Early adoption is permitted for all entities. The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements.

3. Revenue Recognition and Contract Costs

Disaggregation of Revenue

The following table provides information about disaggregated revenue by service offering:

Contract Balances

The following table provides information about contract assets and contract liabilities from contracts with customers:

There wereno long-term contract assets or deferred revenue as of March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company recognized $8.0 million and $6.7 million, respectively, of revenue that was included in the deferred revenue balance at the beginning of each respective period.

During the three months ended March 31, 2026 and 2025, the Company recognized revenue of approximately $0.5 million and $0.7 million, respectively, related to performance obligations satisfied in previous periods. The revenue recognized from performance obligations satisfied in the prior periods primarily related to changes in the transaction price, including changes in the estimate of variable consideration.

Remaining Performance Obligations

As of March 31, 2026, the aggregate amount of the transaction price allocated to the remaining performance obligations was $183.3 million. These remaining performance obligations represent commitments in customer contracts for services expected to be provided in the future that have not been recognized as revenue. The expected timing of revenue recognition for these commitments is largely driven by the Company’s ability to deliver in accordance with relevant contract terms and when the Company’s customers utilize services, which could affect the Company’s estimate of when the Company expects to recognize revenue for these remaining performance obligations. The Company expects to recognize slightly more than half of the remaining performance obligations as revenue over the next 12 months, and the remainder within the following 13 to 24 months.

Deferred Contract Costs

As of March 31, 2026 and December 31, 2025, total unamortized deferred contract costs were $5.1 million and $5.2 million, respectively, of which $1.7 million and $1.8 million was recorded within prepaid expenses and other current assets and $3.4 million was recorded within deferred contract costs, non-current, on the unaudited condensed consolidated balance sheets for each period, respectively.

The amortization of deferred contract costs was $0.5 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively, and is included in sales and marketing expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss).

4. Investments and Fair Value Measurements

The carrying amount, unrealized gain and loss, and fair value of investments by major security type were as follows:

Marketable securities consist primarily of U.S. treasury and agency securities. The Company classifies its marketable securities as available-for-sale securities at the time of purchase and reevaluates such classification at each balance sheet date. The Company has classified its investments as current based on the nature of the investments and their availability for use in current operations.

The fair value of the Company’s investments in money market funds classified as Level 1 of the fair value hierarchy is based on real-time quotes for transactions in active exchange markets involving identical assets. The fair value of the Company’s investments in marketable securities classified as Level 2 of the fair value hierarchy is based on quoted market prices for similar instruments.

The following table summarizes the stated maturities of the Company’s marketable securities:

The Company evaluates marketable securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or other factors. The Company considers the extent to which the fair value is less than cost, the financial condition and near-term prospects of the security issuer, and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

The Company does not have an intent to sell any of these securities prior to maturity and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date. Accordingly, the Company believes that generally the unrealized losses are due to noncredit-related factors, including changes in interest rates and other market conditions, and therefore no impairment charges or allowance for credit losses have been recognized in the Company’s unaudited condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025. As of March 31, 2026, the Company had 6 securities in an unrealized loss position, none of which were in a continuous unrealized loss position for twelve months or greater. As of December 31, 2025, the Company hadno securities in an unrealized loss position, nor any securities in a continuous unrealized loss position for twelve months or greater. The Company determines realized gains or losses on the sale of marketable securities based on a specific identification method.

The Company recognized interest income from its investment portfolio of $0.6 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. Accrued interest receivable related to marketable securities is $0.2 million and $0.3 million, as of March 31, 2026 and December 31, 2025, respectively, and is presented within prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. The Company does not measure an allowance for credit losses on accrued interest receivable and recognizes interest receivable write offs as a reversal of interest income. No accrued interest was written off during the three months ended March 31, 2026 and 2025.

5. Significant Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

Property and Equipment, Net

Property and equipment, net, consisted of the following:

Depreciation expense was immaterial for the three months ended March 31, 2026 and 2025.

Amortization of capitalized internal use software development costs for the three months ended March 31, 2026 and 2025 was $1.3 million and $0.4 million, respectively.

Impairment of capitalized internal use software was $0.3 million andimmaterial for the three months ended March 31, 2026 and 2025, respectively.

Other Non-Current Assets

Other non-current assets consisted of the following:

Investments in Non-Marketable Equity Securities

The Company holds 103,611 shares of Series Growth 1a Preferred Stock received in exchange for an investment of cash in a privately-held company. This investment in the equity securities without readily determinable fair value is measured at cost, less impairment, if any, plus or minus observable price changes in orderly transactions of an identical or similar investment of the same issuer.

As of March 31, 2026 and December 31, 2025, the carrying value of this investment was $26.4 million, inclusive of a cumulative upward adjustment of $23.9 million, of which $16.6 million was recognized as a gain in 2025 to reflect observable price changes.

The gain resulting from the adjustment to the carrying value of the non-marketable security is presented within other income (expense) in the unaudited condensed consolidated statements of operations and comprehensive income (loss). There wereno impairments for the three months ended March 31, 2026 and 2025.

During the year ended December 31, 2025, the Company made a cash investment in exchange for Series A Preferred Units in a privately-held company. The investment in the equity securities without readily determinable fair value is measured at cost, less impairment, if any, plus or minus observable price changes in orderly transactions of an identical or similar instrument of the same issuer. As of March 31, 2026 and December 31, 2025, the carrying value of this investment was $4.0 million. No observable price changes have been identified for this investment to date. There wereno impairments for the three months ended March 31, 2026 and 2025.

Equity Method Investment

In 2025, the Company’s previously held promissory note plus all accrued interest was converted into 1,846,153 Class A and 9,230,770 Class B units of the privately-held company. During 2025, subsequent to the conversion, all Class A units were sold to a third party for $2.3 million in cash, and the Company recognized a $9.7 million equity method investment based on the fair value of the retained Class B units. As of March 31, 2026 and December 31, 2025, the Company held a fully-diluted equity interest of 19%.

The carrying value of the equity method investment exceeded the Company’s share of the investee’s underlying net assets by approximately $6.9 million and $6.7 million as of March 31, 2026 and December 31, 2025, respectively. This basis difference is primarily related to goodwill and is not amortized.

Cloud Computing Arrangements

The Company capitalizes certain implementation costs incurred during the application development stage under cloud computing arrangements that are service contracts. The carrying value of the capitalized costs wasimmaterial as of March 31,

2026 and $0.2 million as of December 31, 2025, of which $0.1 million is presented within prepaid expenses and other current assets, and $0.1 million is presented within other non-current assets on the unaudited condensed consolidated balance sheet. Amortization of capitalized implementation costs is recognized on a straight-line basis over the term of the associated hosting arrangement when it is ready for its intended use. Costs related to preliminary project activities and post-implementation activities are expensed as incurred.

Other Current Liabilities

Other current liabilities consisted of the following:

Other Non-Current Liabilities

Other non-current liabilities consisted of the following:

6. Leases

The Company leases its facilities under non-cancelable operating leases with various expiration dates. Leases may contain escalating payments.

The Company’s total operating lease costs were $0.2 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively.

The Company didnot incur any variable lease costs for the three months ended March 31, 2026. The Company’s total operating lease costs included variable costs in the amount of $0.5 million for the three months ended March 31, 2025. Variable lease costs are primarily comprised of maintenance costs and are determined based on the actual costs incurred during the period. Variable lease payments are expensed in the period incurred and not included in the measurement of lease assets and liabilities. The Company’s total operating lease costs also include short-term lease costs which were immaterial for the three months ended March 31, 2026 and 2025.

As of March 31, 2026 and December 31, 2025, the weighted average remaining operating lease term was 4.1 years and 4.3 years, respectively. The weighted average discount rate used to estimate operating lease liabilities for leases that existed as of March 31, 2026 and December 31, 2025 was 10.8%. Cash paid for amounts included in the measurement of operating lease liabilities wasimmaterial and $1.0 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, maturities of operating lease liabilities were as follows:

7. Commitments and Contingencies

Contingencies

From time to time and in the normal course of business, the Company may be subject to various legal matters, such as threatened or pending claims or proceedings. The litigation contingencies, if realized, could have a material negative impact on the Company’s financial condition, results of operations, and cash flows. The Company recognizes a provision for litigation losses when a contingent liability is probable and the amount thereof is estimable. Costs associated with the Company's involvement in legal proceedings are expensed as incurred. Amounts accrued for litigation contingencies are based on the Company’s best estimates, assessments of the likelihood of damages, and the advice of counsel and often result from a series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, therefore the actual settlement amounts could differ from the estimated contingency accrual and result in additional charges or reversals in future periods. There wasno provision for litigation contingencies as of March 31, 2026 and December 31, 2025.

Warranties, Indemnifications, and Contingent Obligations

The Company’s platform, products, and services are generally warranted to perform substantially as described in the associated documentation and to satisfy defined levels of uptime reliability. The service-level agreements that provide for defined levels of uptime reliability and performance permit the customers to receive credits or to terminate their agreements in the event that the Company fails to meet those levels. As of March 31, 2026, the Company had accrued liabilities of $0.5 million related to these service-level agreements. The accrual related to these service-level agreements was immaterial as of December 31, 2025.

The Company enters into indemnification provisions under (i) its agreements with other companies in the ordinary course of business, typically with business partners, contractors, customers, and landlords and (ii) its agreements with investors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions often include indemnifications relating to representations made by the Company with regard to intellectual property rights. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. Accordingly, the Company has no liabilities recorded for these agreements as of March 31, 2026 or December 31, 2025.

The Company has agreed to indemnify its officers and directors to the fullest extent permitted by its amended and restated bylaws and the General Corporation Law of the State of Delaware for certain events or occurrences arising as a result of the officers or directors serving in such capacity. The coverage applies only to acts that occurred during the tenure of the officer or director and has an unlimited term. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited.

8. Redeemable Preferred Stock

On April 29, 2024, the Company entered into the Investment Agreement with Haveli and issued 150,000 shares of Series A Preferred Stock, for an aggregate purchase price of $150.0 million. The Company incurred $10.1 million of issuance costs. Net proceeds from the transaction in the amount of $139.9 million were used to repay in full the amounts outstanding under the credit agreement entered into on June 30, 2021, in connection with the closing of the acquisition of Title365.

Refer to Note 9, Redeemable Preferred Stock, of the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2025 for further information regarding the various rights and liquidation preferences of the redeemable preferred stock.

The Series A Preferred Stock is not mandatorily redeemable and as such is not required to be classified as a liability. The Series A Preferred Stock is redeemable at the option of the holder starting with the 5-year anniversary of issuance, or redeemable upon notice of change of control. As the redemption of the Series A Preferred Stock is not solely within the Company’s control, it is classified as mezzanine equity in the unaudited condensed consolidated balance sheets.

As of March 31, 2026, the Series A Preferred Stock has a maximum redemption value of $300.0 million. The carrying value of the Series A Preferred Stock is accreted to its maximum redemption value over theseven year term, using the effective interest method. The increases in the redemption amount are recorded with corresponding adjustments against additional paid-in capital, in the absence of retained earnings. For each reporting period, the entire periodic change in the redemption amount is reflected in the computation of net income (loss) per share under the two-class method as being akin to a dividend, by reducing the income (or increasing the loss) attributable to common stockholders.

In connection with the issuance of the Series A Preferred Stock, the Company issued the Haveli Warrant to Haveli to purchase up to 11,111,112 shares of Class A common stock, at a purchase price of $4.50 per share. The number of shares and exercise price are subject to anti-dilution adjustments for splits, dividends, capital reorganizations, reclassifications and similar transactions. The Haveli Warrant was exercisable for a period of 24 months from issuance, subject to the expiration or early termination of the applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended. The Haveli Warrant was not exercised as of March 31, 2026, and expired as of April 29, 2026. The net proceeds were allocated to the Series A Preferred Stock and the Haveli Warrant based on their relative fair values as of the issuance date, in the amount of $130.8 million and $9.1 million, respectively. The proceeds allocated to Haveli Warrant were accounted for as paid-in capital.

The Series A Preferred Stock does not contain any embedded features that are required to be bifurcated.

9. Stockholders’ Equity

The following is a summary of the rights of the holders of the Company’s capital stock:

Common Stock

The Company hasthree classes of authorized common stock: Class A common stock, Class B common stock, and Class C common stock. The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting and conversion. No shares of Class C common stock are issued or outstanding.

Refer to Note 10, Stockholders’ Equity, of the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2025 for further information regarding the various rights of the Company’s common stock.

Preferred Stock

Subject to the protective provisions afforded to the holders of the Series A Preferred Stock, the Company’s board of directors has the authority to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by the Company’s stockholders. As of March 31, 2026, the Company had 200,000,000 shares authorized and 150,000 shares of preferred stock issued and outstanding.

Share Repurchase Program

On March 10, 2026, the Company's board of directors authorized the repurchase of up to $50.0 million of the Company’s Class A common stock. Repurchases may be made from time to time through open market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of its Class A common stock, and it may be suspended at any time at the Company’s discretion. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The share repurchase program has no set expiration date.

During the three months ended March 31, 2026 and 2025, the Company repurchased and retired 10,041,359 and 922,996 shares of the Company’s Class A common stock for $16.6 million and $3.1 million, respectively. There was an additional 1,192,600 shares repurchased for $2.0 million on March 31, 2026, and settled the following business day. Including items in-transit, the Company had $31.4 million available to repurchase shares of Class A common stock under its share repurchase program as of March 31, 2026.

10. Stock-Based Compensation

2012 Stock Option Plan

Effective May 1, 2012, the Company adopted the 2012 Stock Plan (the “2012 Plan”). Options granted under the 2012 Plan may be either incentive stock options or nonqualified stock options. Incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) may be granted only to employees (including officers and directors). Non-qualified stock options (“NSOs”) may be granted to employees and consultants. The exercise price of ISOs and NSOs shall not be less than 100% of the estimated fair value of the common shares on the date of grant, respectively, as determined by the Company’s board of directors. The exercise price of an ISO granted to a 10% or greater stockholder shall not be less than 110% of the estimated fair value of the common shares on the date of grant. Options generally vest over a period offour years. No further grants may be made under the 2012 Plan.

2021 Equity Incentive Plan

In July 2021, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on July 14, 2021. The Company’s prior plan, 2012 Plan, was terminated immediately prior to the effectiveness of the 2021 Plan with respect to the grant of future awards.

The 2021 Plan provides for the grant of ISOs, to the Company’s employees and any parent and subsidiary corporations’ employees, and for the grant of NSOs, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and performance awards, including performance stock units (“PSUs”) to the Company’s employees, directors, and consultants and the Company’s parent and subsidiary corporations’ employees and consultants.

Subject to the adjustment provisions of and the automatic increase described in the 2021 Plan, a total of 23,000,000 shares of the Company’s Class A common stock were reserved for issuance pursuant to the 2021 Plan, plus 36,101,718 shares of the Company’s Class A common stock reserved for future issuance under the 2012 Plan. Subject to the adjustment provisions of the 2021 Plan, the number of shares available for issuance under the 2021 Plan also includes an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the least of (a)34,500,000 shares of Class A common stock, (b)5% of the total number of shares of all classes of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors (or its committee) may determine. Options granted under the 2021 Plan generally vest over periods ranging fromone tofour years.

A summary of the stock option activity is as follows:

No options were granted during the three months ended March 31, 2026 and 2025.

The total fair value of options vested during the three months ended March 31, 2026 and 2025 was $0.2 million and $0.7 million, respectively.

The aggregate intrinsic value of options exercised wasimmaterial for the three months ended March 31, 2026 and $0.6 million for the three months ended March 31, 2025.

As of March 31, 2026, the total unrecognized stock-based compensation expense for stock options was approximately $0.6 million, which is expected to be recognized over a weighted average period of 0.8 years.

Restricted Stock Units

A summary of the Company’s RSU activity and related information is as follows:

As of March 31, 2026, there was $32.8 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.5 years. RSUs granted under the 2021 Plan generally vest quarterly over a period oftwo tofour years from the grant date.

The total fair value of RSUs vested during the three months ended March 31, 2026 and 2025 was $4.5 million and $3.6 million, respectively.

Performance Stock Units

A summary of the Company’s PSU activity and related information is as follows:

New PSUs

On February 18, 2026, the Company’s board of directors granted a total of 913,836 PSUs to the Co-Founder and Head of Blend and 78,328 PSUs to a senior executive. The PSUs will vest infour tranches upon continued service and satisfaction of certain market-based performance targets related to the Company’s stock price hurdles.

The estimated weighted-average grant date fair value of the awards issued during the first quarter of 2026 was $0.45 per share, which was determined using a Monte Carlo simulation model. The significant assumptions in the Monte Carlo simulation model include the risk-free interest rate, expected volatility of the Company’s stock price, and expected life of the award.

The total stock-based compensation expense recognized for PSUs for the three months ended March 31, 2026 and 2025 was $1.4 million and $1.0 million, respectively.

The total unrecognized compensation expense related to outstanding PSUs was $4.5 million as of March 31, 2026, which will be recognized over an estimated weighted average remaining period of 1.6 years.

Non-Plan Co-Founder and Head of Blend Options

In March 2021, the Company’s board of directors granted to its Co-Founder and Head of Blend a stand-alone stock option issued outside of the 2012 Plan covering a maximum of 26,057,181 shares of Class B common stock with an exercise price of $8.58 per share. The award has a 15-year term (subject to earlier termination when shares subject to the award are no longer eligible to vest) and vests upon the satisfaction of a service condition, liquidity event-related performance condition, and performance-based market conditions.

The terms of the award stipulated that if an IPO is completed within 15 months of the date of grant, the first tranche of 1,954,289 shares will vest. The remaining tranches of shares will vest dependent on performance goals tied to the Company’s stock price hurdles with specified expiration dates for each tranche. In July 2021, the first tranche of the Co-Founder and Head of Blend stock option award vested upon completion of the IPO.

The remaining tranches were valued using a Monte Carlo simulation model. The weighted average estimated fair value of the remaining tranches was $3.80 per share based on the following assumptions:

During the year ended December 31, 2025, the second tranche of the Co-Founder and Head of Blend stock option award expired, resulting in a forfeiture of 5,862,866 shares.

The total stock-based compensation expense recognized for this award for the three months ended March 31, 2026 and 2025 was $0.5 million and $1.4 million, respectively.

The total unrecognized compensation expense related to the award was $4.2 million as of March 31, 2026, which will be recognized over an estimated weighted average remaining period of 2.4 years.

Stock-Based Compensation Expense

The Company’s stock-based compensation expense was as follows:

(1) Net of $0.1 million and $1.2 million of additions to capitalized internal-use software for the three months ended March 31, 2026 and 2025, respectively.

11. Restructuring

Workforce Reduction Plans

In 2025, the Company executed a workforce reduction plan (the “2025 Plan”), resulting in the elimination of 24 positions. The execution of the 2025 Plan was finalized in the fourth quarter of 2025. In February 2026, the Company implemented a new reduction plan (the “2026 Plan”), resulting in the elimination of 12 positions. The execution of the 2026 Plan is expected to be substantially completed in the second quarter of 2026.

The Company executed these actions as part of its broader efforts to improve cost efficiency and better align its operating structure with its strategic objectives, focusing on streamlining operations and automation initiatives.

The restructuring charges attributable to the workforce reduction plans were $0.7 million for each of the three months ended March 31, 2026 and 2025, respectively. The restructuring charges for workforce reduction plans consisted primarily of cash expenditures for compensation, severance, and transition payments, employee benefits, payroll taxes and related facilitation costs.

The component classified as discontinued operations incurredno restructuring costs for the three months ended March 31, 2026 and $0.7 million for the three months ended March 31, 2025.

The reconciliation of the restructuring liability balances is as follows:

12. Income Taxes

The provision for income taxes was immaterial for the three months ended March 31, 2026 and 2025. The effective tax rate for the three months ended March 31, 2026 and 2025 was (1.3)% and (0.5)%, respectively. The effective tax rates differ from the federal statutory rate primarily due to a valuation allowance on the Company’s deferred tax assets.

The Company reassessed the ability to realize deferred tax assets by considering the available positive and negative evidence. As of March 31, 2026, the Company concluded that its net deferred tax assets are not more-likely-than-not to be realized and maintained a full valuation allowance against such net deferred tax assets.

As of March 31, 2026, the Company filed tax returns in the U.S. federal and various state jurisdictions. Due to the Company’s U.S. net operating loss carryforwards, its income tax returns generally remain subject to examination by federal and most state tax authorities. Beginning in 2022, the Company’s subsidiary in India files income tax returns in India which are subject to examination by local tax authorities. This subsidiary is currently under examination by the tax authorities for the fiscal years ended March 31, 2023 and 2022.

13. Net Income (Loss) Per Share

The Company hasthree classes of authorized common stock for which voting rights differ by class. The Company computes net income (loss) per share using the two-class method required for multiple classes of common stock. The Company’s Series A Preferred Stock is considered a participating security for purposes of applying the two-class method when calculating earnings per share in periods of net income. Under the two-class method, net income (loss) attributable to common stockholders for the period is allocated between shares of common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed.

Basic net income (loss) per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of stock outstanding during the period, adjusted for options early exercised and subject to repurchase.

Diluted income (loss) per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities, including awards issued under the Company’s equity compensation plans or other contracts to issue common stock, as if the securities were exercised or converted into common stock or resulted in the issuance of common stock (net of any assumed repurchases) that then shared in the earnings of the Company. During the periods of net losses, the net loss is reduced for amounts allocated to participating securities only if the security has a right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in the net losses of the entity. The Company’s participating securities are not allocated any share of the net loss, as the participating securities do not have a contractual obligation to share in the net losses of the Company. Diluted net income (loss) per share attributable to the Company is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of fully diluted common shares outstanding.

The following table presents the calculation of basic and diluted net loss per share for Class A and Class B common stock. No shares of Class C common stock were issued and outstanding during the periods presented.

The following potential shares of common stock were excluded from the computation of diluted net earnings per share for the three months ended March 31, 2026 and 2025 because including them would have been antidilutive as the Company has reported net loss for each of the periods:

(1) Performance conditions were not satisfied for the unvested performance stock awards as of March 31, 2026.

14. Segment Information

The Company’s CODM is the chief executive officer. The Company’s operating segments are defined in a manner consistent with how the Company manages its operations and how the CODM evaluates the results and allocates the Company’s resources. During the year ended December 31, 2025, the Company classified the results of its previously reported Title segment as discontinued operations in its unaudited condensed consolidated statement of operations. Refer to Note 15, Assets Held for Sale and Discontinued Operations, for additional details. As a result, the Company now operates in a single operating segment and a single reportable segment. The CODM assesses the segment performance by using net loss from continuing operations as a measure of segment profitability. The CODM uses revenue and net loss from continuing operations for purposes of making operating decisions, allocation of resources, and evaluation of financial performance, primarily by monitoring actual to budget results as well as by reviewing year-over-year performance.

The CODM also reviews significant segment expenses for the single reportable segment. Significant segment expenses include cost of revenue, research and development expenses, sales and marketing expenses, and general and administrative expenses, all of which are presented in our unaudited condensed consolidated statements of operations and comprehensive income (loss). Other segment items include restructuring expenses, interest expense, other income (expense), net and income tax (expense) benefit, which are also presented in our unaudited condensed consolidated statements of operations and comprehensive income (loss).

The Company does not evaluate performance or allocate resources based on segment assets, and therefore, such information is not presented.

The Company’s reported measure of segment profit or loss is as follows:

15. Assets Held for Sale and Discontinued Operations

In 2025, the Company initiated a process to exit its title operations as part of a strategic shift to a platform-first business model and entered into an agreement to sell its title subsidiary. Upon meeting the held-for-sale criteria, the assets and liabilities of the disposal group were classified as held for sale, and the results of operations of the disposal group were presented as discontinued operations, as the disposal represents a strategic shift that has a major effect on the Company's operations and financial results. During the first quarter of 2026, the Company and the buyer agreed to change the structure of the transaction, which resulted in certain assets and liabilities previously included in the disposal group being excluded from the final transaction. As a result of the change in the plan of sale, the assets and liabilities excluded from the final transaction no longer met the held-for-sale criteria and, accordingly, have been reclassified from held for sale to held and used in the accompanying unaudited condensed consolidated balance sheets for all periods presented. The change in the plan of sale did not have a material effect on the results of operations of the disposal group presented as discontinued operations for the periods presented.

Disposal group net assets are recorded at the lower of their carrying amount or estimated fair value less costs to sell. In 2025, the Company recorded an impairment charge of $2.0 million related to the indefinite-lived intangible assets held within the disposal group as the carrying value was determined to be not recoverable.

The Company recognized a $2.5 million loss on the sale of title assets during the three months ended March 31, 2026. Cash proceeds of $1.0 million from the sale are included in net cash provided by investing activities - discontinued operations on the unaudited condensed consolidated statement of cash flows, and $0.4 million of remaining consideration is recorded as a receivable as of March 31, 2026. The total consideration under the agreement also includes variable consideration tied to the performance of the title business over thethree year period following the closing date. The Company elected to account for this consideration as a gain contingency, with amounts recognized in earnings within discontinued operations as the contingency is resolved.

The following table is a summary of the assets and liabilities held for sale within the disposal group:

Operating results from the disposal group for the three months ended March 31, 2026 and 2025 are reported as loss from discontinued operations, on the unaudited condensed consolidated statements of operations and comprehensive income (loss), as follows:

16. Revision of Previously Issued Quarterly Information (in thousands, except per share data)

Refer to Note 17, Revision of Previously Issued Quarterly Information, of the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2025 for detailed information relating revisions made to our prior period information.

The following tables present the effect of the revision adjustments on the previously reported unaudited condensed consolidated statement of operations and comprehensive income (loss) and unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2025.

The impact of the revisions on the Condensed Consolidated Statements of Redeemable Noncontrolling Interest, Series A Redeemable Convertible Preferred Stock, and Stockholders' Equity was solely within net (loss) income for errors impacting accumulated deficit as presented above.