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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): September 22, 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
September 22, 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
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Press Release dated September 22, 2026 |
| 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:
September 22, 2026
| |
BEELINE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Beeline
Launches “Rate Optimization” Program to Accelerate Bank Statement Mortgage Growth as Q3 Revenue Trends Toward One of Company’s
Strongest Quarters
$3,000
lender credit targets growing self-employed and non-traditional income borrower market as Beeline continues its shift toward higher-margin
Non-QM mortgages
PROVIDENCE,
R.I. — Sept. 22, 2026 (GLOBE NEWSWIRE) — via IBN — Beeline Holdings, Inc. (Nasdaq: BLNE) (“Beeline”
or the “Company”), a technology-driven mortgage lender and home equity platform, today announced the launch of its Rate
Optimization Program, offering a $3,000 lender credit on qualifying Bank Statement purchase and refinance mortgages of $250,000
or more locked by October 31, 2026.
The
initiative is designed to accelerate growth of Beeline’s Bank Statement mortgage business while helping self-employed and non-traditional
income borrowers reduce the cost of purchasing or refinancing a home in the current interest-rate environment.
The
$3,000 lender credit can be applied toward eligible closing costs, used to buy down the borrower’s interest rate or applied toward
future mortgage payments, subject to applicable loan terms and requirements.
In
May 2026, Beeline shifted its mortgage strategy toward Non-Qualified Mortgage (“Non-QM”) products, primarily Bank Statement
and Debt Service Coverage Ratio (“DSCR”) loans. The shift has contributed to improving loan economics and revenue growth
as Beeline increasingly focuses its resources on higher-margin mortgage products.
Beeline
reported Q2 2026 revenue of $2.6 million, an increase of 57% year over year, while operating margins improved from the prior quarter.
The Company subsequently reported its highest monthly margin to date in July and in August and believes the benefits of its Non-QM product
mix are becoming increasingly evident.
Q3
2026 is currently shaping up to be among Beeline’s strongest revenue quarters since inception driven in part by continued growth
in its Non-QM mortgage business.
“Bank
Statement loans are common-sense mortgages for many self-employed borrowers,” said Jess Kennedy, Chief Operating Officer of Beeline.
“Instead of relying primarily on W-2 income, these loans allow us to evaluate a borrower based on the actual flow of deposits reflected
in their bank statements. For entrepreneurs, business owners and borrowers with less traditional income streams, that can provide a more
practical path to qualifying for a mortgage.”
Non-QM
continues to represent a growing segment of the U.S. mortgage market, with DSCR and Bank Statement mortgages representing two of its
largest product categories. Beeline believes the continued growth of self-employment, entrepreneurship and non-traditional income creates
a significant opportunity to expand awareness and adoption of Bank Statement mortgages.
“Our
shift toward Non-QM is producing encouraging results, and Bank Statement loans have become an important part of that growth,” said
Nick Liuzza, Co-Founder and CEO of Beeline. We believe there is a significant opportunity to build greater awareness of Bank Statement
mortgages among self-employed and gig-economy borrowers, and this program is designed to accelerate that growth while giving qualified
borrowers a meaningful financial incentive to transact today.”
Beeline
is also directing technology and development resources toward improving the Non-QM mortgage experience. The Company is leveraging technology
from its acquisition of MagicBlocks to use artificial intelligence to identify prospective borrowers, improve lead engagement and increase
conversion from initial inquiry through closing.
The
Rate Optimization Program is available for qualifying Bank Statement purchase and refinance mortgages of at least $250,000 that are locked
by October 31, 2026.
About
Beeline Holdings, Inc.
Beeline
Holdings, Inc. (Nasdaq: BLNE) is a technology-driven mortgage lender and home equity platform focused on simplifying and accelerating
the path to home financing through proprietary technology, artificial intelligence and innovative mortgage and home equity products.
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 efforts to accelerate growth of and a potential opportunity to expand awareness and adoption
of Beeline’s Bank Statement mortgage business, improving loan economics and revenue growth by focusing Beeline’s resources
on higher-margin mortgage products, expectations that the third quarter of fiscal year 2026 will be one of the Company’s strongest
revenue quarters since inception, and potential trends and projections with respect the market for the Company’s offerings and
in the residential lending, gig economy and related industries. 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,” “target,” 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 including our revenue or operating results being less than expected or targeted, central bank interest rates and future interest
rate changes, the risks arising from the impact of affordability, inflation, tariffs, the war in the Middle East, and a recession which
may result on the Company’s business, prospective customers, and on the national and global economy, our need for additional capital
to meet future goals and milestone targets, our ability to attract homeowners to our products and services, our ability to comply with
applicable regulatory requirements and new regulations and developments that may arise including the potential for regulatory changes
regarding digital assets, artificial intelligence, and other areas that impact and may in the future impact the Company’s business,
the possibility that our expectations and perceived benefits with respect to strategic transactions, including our recent acquisition
of the remaining outstanding equity interest in MagicBlocks, the ability of us and third parties on which we depend to comply with applicable
regulatory requirements, and the risk that software and technology infrastructure on which we depend fails to perform as designed or
intended. Additional information regarding these and other risks is contained in Beeline’s filings with the Securities and Exchange
Commission, including the Risk Factors contained in the Company’s 2025 Annual Report on Form 10-K and our prospectus supplement
dated March 10, 2026. 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.Ai
Austin,
Texas
www.IBN.Ai
512.354.7000
Office
Editor@IBN.Ai
