Blend Labs, Inc.BLND
Blend Labs, Inc. Stock Compensation Disclosure
Stock-Based Compensation
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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 of four 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 from to four years.
A summary of the stock option activity is as follows:
Number of options | Weighted average exercise price | Weighted average remaining contractual life | Aggregate intrinsic value | ||||||||||||||||||||
| (In thousands) | (In years) | (In thousands) | |||||||||||||||||||||
| Balance as of December 31, 2024 | 17,300 | $ | 4.20 | 4.69 | $ | 31,282 | |||||||||||||||||
| Exercised | (1,146) | $ | 1.44 | $ | 2,309 | ||||||||||||||||||
| Canceled and forfeited | (984) | $ | 10.17 | ||||||||||||||||||||
| Balance as of December 31, 2025 | 15,170 | $ | 4.02 | 3.99 | $ | 14,414 | |||||||||||||||||
| Vested and exercisable as of December 31, 2025 | 14,427 | $ | 4.11 | 3.99 | $ | 13,872 | |||||||||||||||||
No options were granted during the years ended December 31, 2025, 2024 and 2023.
The number of options unvested as of December 31, 2025 and 2024 was 742 and 1,552, respectively. The weighted average grant-date fair value of these unvested options was $1.18 and $1.58 per share as of December 31, 2025 and 2024, respectively.
The total fair value of options vested during the years ended December 31, 2025, 2024 and 2023 was $1.5 million, $4.5 million and $11.4 million, respectively.
The aggregate intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $2.3 million, $1.8 million and $0.2 million, respectively.
As of December 31, 2025, the total unrecognized stock-based compensation expense for stock options was approximately $0.8 million, which is expected to be recognized over a weighted average period of 1.0 years.
Restricted Stock Units
A summary of the Company’s RSU activity and related information is as follows:
Number of RSUs | Weighted average grant date fair value per share | ||||||||||
| (In thousands) | |||||||||||
| Balance as of December 31, 2024 | 13,770 | $ | 1.75 | ||||||||
| Granted | 12,077 | $ | 3.44 | ||||||||
| Vested | (7,430) | $ | 2.13 | ||||||||
Forfeited | (5,678) | $ | 2.39 | ||||||||
| Balance as of December 31, 2025 | 12,739 | $ | 2.84 | ||||||||
As of December 31, 2025, there was $32.4 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 of to four years from the grant date.
The total fair value of RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $15.8 million, $17.5 million and $33.6 million, respectively.
During the year ended December 31, 2025, 1,093,750 RSUs were cancelled and 218,750 RSUs were modified in connection with the departure of a legacy senior executive. The net impact of the modification resulted in an incremental stock-based compensation cost of $0.3 million.
Performance Stock Units
A summary of the Company’s PSU activity and related information is as follows:
Number of PSUs | Weighted average grant date fair value per share | ||||||||||
| (In thousands) | |||||||||||
| Balance as of December 31, 2024 | 3,525 | $ | 0.67 | ||||||||
| Granted | 8,260 | $ | 1.98 | ||||||||
| Vested | — | $ | — | ||||||||
Forfeited | (4,525) | $ | 0.81 | ||||||||
| Balance as of December 31, 2025 | 7,260 | $ | 2.06 | ||||||||
In the first quarter of 2025, the Company’s board of directors granted 1,300,000 PSUs to a recently hired senior executive, 4,200,000 PSUs to the Co-Founder and Head of Blend and 250,000 PSUs to another senior executive. The PSUs will vest in four tranches upon continued service and satisfaction of certain market-based performance targets related to the Company’s stock price hurdles.
Executive PSU Standardization
In 2023, the Company’s board of directors granted PSUs (the “2023 PSU Awards”) to two senior executives (the “legacy senior executives”), covering a total of 1,200,000 PSUs and 800,000 PSUs, 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, the Company’s compensation committee elected to standardize the performance goals applicable to all outstanding PSUs for the legacy 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, the outstanding 2023 PSU Awards were cancelled and on the same date, the Company’s compensation committee granted new PSUs (the “New PSUs”) to each of the legacy senior executives, covering a total of 1,300,000 PSUs and 800,000 PSUs, respectively. 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. The cancellation and concurrent replacement of these awards was accounted for as a modification. As the modification relates to unvested awards, the Company will recognize, on a prospective basis over the remaining requisite service period, the incremental cost associated with the modified PSUs, inclusive of any previously unrecognized compensation cost for the original awards. As of the modification date, the total incremental cost associated with the modified PSUs was $2.8 million, which included $0.2 million of unrecognized compensation costs.
The estimated weighted-average grant date fair value of all the awards issued during the first quarter of 2025 was $2.07 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.
| Fair value of common stock | $3.49 - $3.89 | ||||
| Remaining contractual term (years) | 4.81 - 4.92 | ||||
| Expected volatility | 90% | ||||
| Risk-free interest rate | 4.01% - 4.35% | ||||
| Expected dividend yield | — | ||||
The total stock-based compensation expense recognized for PSUs for the years ended December 31, 2025, 2024 and 2023 was $8.0 million, $1.8 million and $0.6 million, respectively.
The total unrecognized compensation expense related to outstanding PSUs was $5.8 million as of December 31, 2025, which will be recognized over an estimated weighted average remaining period of 1.5 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:
| Fair value of common stock | $18.00 | ||||
| Remaining contractual term (years) | 14.75 | ||||
| Expected volatility | 40.00% | ||||
| Risk-free interest rate | 1.71% | ||||
| Expected dividend yield | — | ||||
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 years ended December 31, 2025, 2024 and 2023 was $3.4 million, $5.8 million and $12.3 million, respectively.
The total unrecognized compensation expense related to the award was $4.8 million as of December 31, 2025, which will be recognized over an estimated weighted average remaining period of 2.6 years.
Stock-Based Compensation Expense
The Company’s stock-based compensation expense was as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Cost of revenue | $ | 543 | $ | 510 | $ | 987 | ||||||||||||||
Research and development(1) | 6,292 | 9,870 | 19,046 | |||||||||||||||||
| Sales and marketing | 2,864 | 3,546 | 7,035 | |||||||||||||||||
| General and administrative | 19,256 | 14,015 | 18,489 | |||||||||||||||||
| Total | $ | 28,955 | $ | 27,941 | $ | 45,557 | ||||||||||||||
(1) Net of $3.2 million and $2.5 million of additions to capitalized internal-use software for the years ended December 31, 2025 and 2024, respectively, and none for the year ended December 31, 2023.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Mar 13, 2025 | |
| 2023 | Mar 14, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 31, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.