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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): February 19, 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
7.01 Regulation FD Disclosure
On
February 19, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 of this Current Report on Form 8-K.
The
information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed
to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| |
|
|
|
Incorporated
by Reference |
|
Filed
or
Furnished |
| Exhibit
# |
|
Exhibit
Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
| 99.1 |
|
Press release dated February 19, 2026 |
|
|
|
|
|
|
|
Furnished |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL 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 |
Exhibit
99.1
Beeline
Holdings Welcomes Barry Levenson
as
Executive Strategic Advisor
Mortgage
industry veteran to advise on funding strategy, product positioning, and operational scale
PROVIDENCE, R.I.,– February 19, 2026 — via IBN – Beeline Holdings, Inc. (Nasdaq: BLNE), a technology-enabled,
digital mortgage platform, today announced the appointment of mortgage industry veteran Barry Levenson as Executive Strategic Advisor.
Mr.
Levenson brings more than three decades of experience across mortgage banking, funding strategy, product development, marketing and capital
market execution. In this role, he will advise Beeline’s leadership team on capital strategy, loan economics, product position
and initiatives designed to improve funding efficiency and long-term profitability.
Mr.
Levenson is the Founding Principal and CEO of LK Secured Lending. He previously served as Managing Director at PennyMac Financial Services.
Earlier in his career, he was a founding executive of Countrywide Bank, which became one of the fastest-growing depository institutions
in U.S. banking history. By implementing an innovative deposit-gathering strategy that materially reduced the institution’s cost
of funds, he helped accelerate Countrywide’s rise to become the nation’s leading mortgage banker.
Beeline
has outlined a long-term objective of achieving a $100 million revenue run rate within 24 months. The Company believes that disciplined
capital management, product expansion and improved cost of funds are important components of that plan.
“Barry’s
experience in funding strategy and scaling mortgage platforms comes at an important time for Beeline,” said Nick Liuzza, Chief
Executive Officer of Beeline Holdings. “Organic growth remains a priority for the Company. As loan economics continue to improve,
we are increasing marketing investment to support origination growth while maintaining a disciplined approach to expense management.
Over the past several years, we moderated growth investments to reduce losses. We believe the operating environment is stabilizing and
are positioning the business to accelerate.”
Mr.
Levenson will serve in an independent advisory capacity and will continue in his role at LK Secured Lending.
“I’m
excited to support Beeline’s next phase,” said Levenson. “The Company combines strong technology with a forward-looking
approach to serving the next generation of mortgage borrowers. It feels like a very strong match combining complimentary legacy pieces
with a fresh perspective to an industry that is starting to recover. I am excited to get to work with Beeline’s leadership team.”
About
Beeline Financial Holdings Inc.
Beeline
Financial Holdings Inc. is a trailblazing mortgage fintech transforming the way people access property financing. Through its fully digital,
AI-powered platform, Beeline delivers a faster, smarter path to home loans - whether for primary residences or investment properties.
Headquartered in Providence, Rhode Island, Beeline is reshaping mortgage origination with speed, simplicity, and transparency at its
core. The company is a wholly owned subsidiary of Beeline Holdings Inc. and also operates Beeline Labs, its innovation arm focused on
next-generation lending solutions.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the Company’s long-term objective of achieving a $100 million revenue
run rate within 24 months and efforts and potential to improve growth, funding efficiency and long-term profitability. Forward-looking
statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,”
“will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,”
“continue,” “future,” believe,” “estimate,” “forecast,” “project,”
and similar words. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of these forward-looking
statements. Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons,
including, without limitation, the possibility that estimates, projections and assumptions on which the forward-looking statements are
based prove to be incorrect, future interest rate changes, the risks arising from the impact of inflation, tariffs, and a recession which
may result on Beeline’s business, prospective customers, and on the national and global economy, the impact of ongoing military
actions by the United States as well as from the geopolitical conflicts in Ukraine, Latin America and the Middle East, and the Risk Factors
contained in the Company’s Prospectus Supplement dated November 14, 2025 and Form 10-K filed April 15, 2025. Any forward-looking
statement made by us in this press release speaks only as of the date on which it is made. Factors or events that could cause our actual
results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required
by law.
Contacts
Investor
Relations
ir@makeabeeline.com
Media
Inquiries
press@makeabeeline.com
Corporate Communications
IBN
Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office
Editor@InvestorBrandNetwork.com
