Beeline Holdings (BLNE) director receives 7,010 fully vested shares

Rhea-AI Filing Summary

Freedman Joseph David reported acquisition or exercise transactions in this Form 4 filing.

Beeline Holdings, Inc. director Joseph David Freedman received an equity grant of 7,010 shares of restricted common stock. The award was granted on April 8, 2026 under Beeline’s Amended and Restated 2025 Equity Incentive Plan as compensation for board service in lieu of cash fees for the quarter ended March 31, 2026. The restricted shares are fully vested, meaning Freedman owns them outright upon grant. After this award, he directly holds a total of 371,901 shares of Beeline common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Freedman Joseph David

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,010	$0.00	--

Holdings After Transaction: Common Stock — 371,901 shares (Direct)

Footnotes (1)

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Key Figures

Restricted stock grant: 7,010 shares Holdings after transaction: 371,901 shares Reported grant price: $0.0000 per share +1 more

4 metrics

Restricted stock grant 7,010 shares Fully vested award on April 8, 2026 for director services

Holdings after transaction 371,901 shares Total Beeline common stock directly held by Freedman after grant

Reported grant price $0.0000 per share Form 4 transaction price field for the restricted stock award

Section 16(b) exemption rule Rule 16b-3 Board-approved equity grant exempt from Section 16(b) short-swing rules

Key Terms

restricted common stock, Section 16(b), Rule 16b-3, Amended and Restated 2025 Equity Incentive Plan

4 terms

restricted common stock financial

"The shares of restricted common stock were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

Section 16(b) regulatory

"The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

Rule 16b-3 regulatory

"by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Amended and Restated 2025 Equity Incentive Plan financial

"were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan for services as a director"

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Freedman Joseph David

(Last) (First) (Middle)

188 VALLEY ST,

SUITE 225

(Street)

PROVIDENCE RHODE ISLAND 02909

(City) (State) (Zip)

UNITED STATES

(Country)

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		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026

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

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

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

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	04/08/2026		A		7,010	A	$0	371,901(1)	D

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

Explanation of Responses:

1. The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan for services as a director of the Company in lieu of the cash fees for the quarter ended March 31, 2026. The shares of restricted common stock are fully vested.

	/s/ Joseph D. Freedman	04/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Beeline Holdings (BLNE) report for Joseph David Freedman?

Beeline Holdings reported that director Joseph David Freedman received 7,010 shares of restricted common stock. The grant was made on April 8, 2026 as fully vested equity compensation for his board service, rather than paying cash fees for the quarter ended March 31, 2026.

How many Beeline (BLNE) shares does Joseph David Freedman hold after this Form 4?

After the grant, Joseph David Freedman directly holds 371,901 shares of Beeline common stock. This total includes the 7,010 fully vested restricted shares awarded on April 8, 2026 for his director services in lieu of cash fees for the March 31, 2026 quarter.

Was the Beeline (BLNE) share grant to Joseph David Freedman an open-market purchase?

No. The 7,010 Beeline shares were a grant of restricted common stock, not an open-market purchase. They were awarded under the 2025 Equity Incentive Plan as director compensation, replacing cash fees for the quarter ended March 31, 2026, and are fully vested on grant.

Under what plan was the Beeline (BLNE) restricted stock granted to Joseph David Freedman?

The award was granted under Beeline’s Amended and Restated 2025 Equity Incentive Plan. The plan provided 7,010 fully vested shares of restricted common stock as compensation for Freedman’s service as a director in lieu of cash fees for the quarter ended March 31, 2026.

Why was Joseph David Freedman’s Beeline (BLNE) stock grant exempt from Section 16(b)?

The grant was exempt from Section 16(b) because it was approved by Beeline’s Board of Directors under Rule 16b-3. This rule allows certain board-approved equity awards, such as this 7,010-share restricted stock grant for director services, to avoid short-swing profit recovery provisions.