Beeline Holdings (NASDAQ: BLNE) files 8-K on shareholder letter

Rhea-AI Filing Summary

Beeline Holdings, Inc. filed a current report to disclose that on October 16, 2025, it issued a press release and shareholder communication that is furnished as Exhibit 99.1. The material is being provided under Regulation FD, meaning it is intended to share information with all investors at the same time.

The shareholder letter dated October 16, 2025 is classified as furnished, not filed, so it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other securities law filings.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): October 16, 2025

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 October 16, 2025, 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		Letter to the Shareholders dated October 16, 2025								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: October 16, 2025

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

FAQ

What did Beeline Holdings (BLNE) report in this Form 8-K?

Beeline Holdings, Inc. reported that on October 16, 2025 it issued a press release and shareholder communication, which is furnished as Exhibit 99.1 under Regulation FD.

What is Exhibit 99.1 in Beeline Holdings (BLNE) October 16, 2025 filing?

Exhibit 99.1 is described as a letter to the shareholders dated October 16, 2025, furnished with the Form 8-K as part of the Regulation FD disclosure.

Is the Beeline Holdings (BLNE) shareholder letter considered filed with the SEC?

The shareholder letter in Item 7.01, including Exhibit 99.1, is expressly treated as furnished, not filed, and is not subject to Section 18 liabilities or automatically incorporated into other filings.

Which Beeline Holdings (BLNE) executive signed the October 16, 2025 Form 8-K?

The Form 8-K was signed on behalf of Beeline Holdings, Inc. by Nicholas R. Liuzza, Jr., the company’s Chief Executive Officer.

Why did Beeline Holdings (BLNE) use Item 7.01 Regulation FD Disclosure?

Item 7.01 Regulation FD Disclosure was used so Beeline Holdings could furnish its October 16, 2025 press release and shareholder letter in a way that shares information broadly with the market at the same time.