Beeline Holdings (BLNE) adds common shares from preferred conversions and warrant exercises

Rhea-AI Filing Summary

Beeline Holdings, Inc. reported unregistered issuances of common stock tied to preferred stock conversions and warrant exercises. From January 28, 2026 through February 16, 2026, shareholders converted Series F, Series F-1 and Series G Convertible Preferred Stock into 94,476 shares of common stock.

On February 5, 2026 and February 12, 2026, four warrant holders exercised Series G Warrants and acquired an aggregate of 337,967 shares of common stock. These transactions were treated as exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) and Rule 506(b).

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2026

BEELINE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-38182		20-3937596
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

188 Valley Street, Suite 225

Providence, RI 02909

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (888) 810-5760

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.0001 par value		BLNE		The Nasdaq Stock Market LLC
(Title of Each Class)		(Trading Symbol)		(Name of Each Exchange on Which Registered)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

From January 28, 2026 through February 16, 2026, various shareholders converted certain shares of the Company’s Series F Convertible Preferred Stock, Series F-1 Convertible Preferred Stock and Series G Convertible Preferred Stock into a total of 94,476 shares of the Company’s common stock.

On February 5, 2026 and February 12, 2026, four warrant holders exercised their Series G Warrants to purchase Common Stock and acquired an aggregate of 337,967 shares of the Company’s common stock.

The conversions and warrant exercises were exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the iXBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 19, 2026

	BEELINE HOLDINGS, INC.
	By:	/s/ Nicholas R. Liuzza, Jr.
		Nicholas R. Liuzza, Jr.
		Chief Executive Officer

FAQ

What unregistered equity issuances did Beeline Holdings (BLNE) disclose?

Beeline Holdings disclosed unregistered issuances of common stock from preferred share conversions and warrant exercises. These actions increased common shares outstanding through conversions of multiple preferred series and exercises of Series G Warrants, all under private offering exemptions from Securities Act registration requirements.

How many Beeline Holdings (BLNE) shares came from preferred stock conversions?

Shareholders converted preferred stock into 94,476 shares of Beeline common stock. The conversions involved Series F Convertible Preferred Stock, Series F-1 Convertible Preferred Stock and Series G Convertible Preferred Stock during the period from January 28, 2026 through February 16, 2026, under exempt offering rules.

How many Beeline Holdings (BLNE) shares were issued from warrant exercises?

Four warrant holders exercised Series G Warrants and acquired 337,967 Beeline common shares. These warrant exercises occurred on February 5, 2026 and February 12, 2026, and were conducted as unregistered offerings relying on Section 4(a)(2) and Rule 506(b) exemptions from Securities Act registration.

Over what period did Beeline Holdings (BLNE) report these equity transactions?

Beeline reported preferred stock conversions occurring from January 28, 2026 through February 16, 2026. The related Series G Warrant exercises took place on February 5, 2026 and February 12, 2026, together forming the unregistered equity issuance activity described in the company’s current report.

Under which Securities Act exemptions did Beeline Holdings (BLNE) issue these shares?

Beeline relied on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) for these issuances. These provisions permit certain private offerings without SEC registration when sales are made to appropriate investors and specific conditions for non-public offerings are satisfied.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB