BLNE insider conversion: 2.33M shares at $1.67; 4.22M direct held

Rhea-AI Filing Summary

Beeline Holdings (BLNE): CEO, Director, and 10% Owner Nicholas R. Liuzza Jr. reported a conversion of Series G Convertible Preferred Stock into common stock. On 10/10/2025, he acquired 2,333,629 common shares at $1.67 per share under a Code C transaction, which was exempt under Rule 16b-6(b). Following the conversion, he beneficially owned 4,215,177 shares directly and 223,716 shares indirectly via the Nicholas R. Liuzza Jr. Trust - 2020.

Insider Trade Summary

7,641,488 shares exercised/converted

Mixed 3 txns

Insider Liuzza Nicholas Reyland JR

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Conversion	Series G Convertible Preferred Stock	7,641,488	$0.00	--
Conversion	Common Stock	2,333,629	$1.67	$3.90M
holding	Common Stock	--	--	--

Holdings After Transaction: Series G Convertible Preferred Stock — 0 shares (Direct); Common Stock — 4,215,177 shares (Direct); Common Stock — 223,716 shares (Indirect, Nicholas R. Liuzza Jr. Trust - 2020)

Footnotes (1)

1. The Reporting Person converted shares of Series G Convertible Preferred Stock into shares of the Issuer's common stock, which was exemept under Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-6(b). The reporting person is trustee of the trust, and members of the reporting person's immediate family are beneficiaries of the trust. The preferred stock is perpetual and therefore has no expiration date.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Liuzza Nicholas Reyland JR

(Last) (First) (Middle)

188 VALLEY STREET, SUITE 225

(Street)

PROVIDENCE, RI 02909

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Beeline Holdings, Inc. [ BLNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	10/10/2025		C		2,333,629	A	$1.67	4,215,177	D
Common Stock								223,716	I	Nicholas R. Liuzza Jr. Trust - 2020(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series G Convertible Preferred Stock	$1.67	10/10/2025		C			7,641,488	10/10/2025	(3)	Common Stock	2,333,629	$0	0	D

Explanation of Responses:

1. The Reporting Person converted shares of Series G Convertible Preferred Stock into shares of the Issuer's common stock, which was exemept under Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-6(b).

2. The reporting person is trustee of the trust, and members of the reporting person's immediate family are beneficiaries of the trust.

3. The preferred stock is perpetual and therefore has no expiration date.

	/s/ Nicholas Liuzza Jr.	10/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did BLNE disclose?

The CEO, Nicholas R. Liuzza Jr., converted Series G Convertible Preferred Stock into common stock in a Code C transaction.

How many BLNE common shares were acquired in the conversion?

2,333,629 common shares were acquired on 10/10/2025.

What was the per-share price for the BLNE conversion?

The filing lists a price of $1.67 per share for the acquired common stock.

How many BLNE shares does the reporting person own after the transaction?

He beneficially owned 4,215,177 shares directly after the transaction.

Does the reporting person have indirect BLNE holdings?

Yes, 223,716 shares are held indirectly via the Nicholas R. Liuzza Jr. Trust - 2020.

Was the BLNE transaction exempt from short-swing liability?

Yes. The conversion was exempt under Rule 16b-6(b).

Does the preferred stock have an expiration date?

No. The preferred stock is perpetual and has no expiration date.