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

Rhea-AI Filing Summary

Beeline Holdings, Inc. filed a current report to disclose that on January 15, 2026, it issued a letter to its shareholders, which is furnished as Exhibit 99.1. The disclosure is made under Regulation FD to provide broad, simultaneous access to the information.

The company states that the shareholder letter and related information are being furnished, not filed, so they are not subject to liability under Section 18 of the Exchange Act and are not incorporated by reference into other securities law filings. No financial results or major transactions are detailed in this report itself.

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): January 15, 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 January 15, 2026, the Company issued a letter to the shareholders, 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 January 15, 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: January 15, 2026

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

FAQ

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

Beeline Holdings, Inc. reported that it issued a shareholder letter dated January 15, 2026, which is furnished as Exhibit 99.1 to the current report.

Under which item of Form 8-K did Beeline Holdings (BLNE) report this event?

The disclosure appears under Item 7.01, Regulation FD Disclosure, indicating the company is furnishing information intended for broad, fair disclosure to the market.

What is Exhibit 99.1 in Beeline Holdings' (BLNE) 8-K?

Exhibit 99.1 is identified as the Letter to the Shareholders dated January 15, 2026, attached to the report and furnished for investors to review.

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

No. The company states that the information in Item 7.01, including Exhibit 99.1, is furnished, not filed, and is not subject to Section 18 liability or automatically incorporated into other filings.

Does this Beeline Holdings (BLNE) 8-K include financial statements?

The report lists only Exhibit 99.1 (shareholder letter) and a Cover Page Interactive Data File under Item 9.01; it does not present separate financial statements in the text provided.