Beeline (NASDAQ: BLNE) CEO Liuzza gifts 33,093 shares, retains over 4.1M

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Beeline Holdings, Inc. director and CEO Nicholas Reyland Liuzza Jr. reported a series of bona fide gifts of Beeline common stock to his son. On three dates, he gifted 11,750, 12,343, and 9,000 shares, totaling 33,093 shares, all at a stated price of $0.00 per share because no sale occurred.

After these gifts, he continues to hold 4,113,155 shares of common stock directly. He is also deemed to beneficially own additional shares indirectly through a trust for which he serves as trustee and through holdings of immediate family members, which together totaled 256,809 shares following the last reported gift.

Insider Trade Summary

33,093 shares gifted

Mixed 4 txns

Insider Liuzza Nicholas Reyland JR

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Gift	Common Stock	9,000	$0.00	--
Gift	Common Stock	12,343	$0.00	--
Gift	Common Stock	11,750	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 256,809 shares (Indirect, See footnote); Common Stock — 4,113,155 shares (Direct, null)

Footnotes (1)

Represents a bona fide gift of 11,750 shares of common stock of Beeline Holdings, Inc. (the "Issuer") made by the reporting person to his son. Represents a bona fide gift of 12,343 shares of the Issuer's common stock made by the reporting person to his son. Represents a bona fide gift of 9,000 shares of the Issuer's common stock made by the reporting person to his son. Represents (i) shares held by a trust of which the reporting person is trustee and (ii) shares held by members of the reporting person's immediate family which are deemed to be indirectly beneficially owned by the reporting person following the gifts as reported herein. See footnotes (1) through (3).

Key Figures

Total shares gifted: 33,093 shares Gift on September 15, 2025: 11,750 shares Gift on September 19, 2025: 12,343 shares +4 more

7 metrics

Total shares gifted 33,093 shares Aggregate bona fide gifts of common stock in September 2025

Gift on September 15, 2025 11,750 shares Bona fide gift of Beeline common stock to son

Gift on September 19, 2025 12,343 shares Bona fide gift of Beeline common stock to son

Gift on September 23, 2025 9,000 shares Bona fide gift of Beeline common stock to son

Direct holdings after transactions 4,113,155 shares Common stock directly held by Nicholas Reyland Liuzza Jr after reported gifts

Indirect holdings after last gift 256,809 shares Common stock indirectly beneficially owned via trust and family members

Gift transaction count 3 transactions Number of bona fide gift entries with code G

Key Terms

bona fide gift, indirectly beneficially owned, Common Stock, transaction code G

4 terms

bona fide gift financial

"Represents a bona fide gift of 11,750 shares of common stock..."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

indirectly beneficially owned financial

"shares held by members of the reporting person's immediate family which are deemed to be indirectly beneficially owned..."

Common Stock financial

"Represents a bona fide gift of 9,000 shares of the Issuer's common stock..."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

transaction code G financial

"transaction_code": "G", "transaction_code_description": "Bona fide gift""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 04:06 PM Accepted by SEC EDGAR 06/23/2026 - 04:05 PM

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^*

Liuzza Nicholas Reyland JR

(Last)

(First)

(Middle)

188 VALLEY STREET, 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/15/2025		G⁽¹⁾		11,750	D	$0	235,466	I	See footnote⁽⁴⁾
Common Stock	09/19/2025		G⁽²⁾		12,343	D	$0	247,809	I	See footnote⁽⁴⁾
Common Stock	09/23/2025		G⁽³⁾		9,000	D	$0	256,809	I	See footnote⁽⁴⁾
Common Stock								4,113,155	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a bona fide gift of 11,750 shares of common stock of Beeline Holdings, Inc. (the "Issuer") made by the reporting person to his son.

2. Represents a bona fide gift of 12,343 shares of the Issuer's common stock made by the reporting person to his son.

3. Represents a bona fide gift of 9,000 shares of the Issuer's common stock made by the reporting person to his son.

4. Represents (i) shares held by a trust of which the reporting person is trustee and (ii) shares held by members of the reporting person's immediate family which are deemed to be indirectly beneficially owned by the reporting person following the gifts as reported herein. See footnotes (1) through (3).

	/s/ Nicholas Liuzza Jr.	06/23/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Beeline Holdings (BLNE) report for Nicholas Liuzza Jr?

Beeline Holdings reported that CEO and director Nicholas Reyland Liuzza Jr made three bona fide gifts of common stock to his son. These gifts totaled 33,093 shares and were reported with a transaction code G, indicating non-market, no‑consideration transfers.

How many Beeline Holdings (BLNE) shares did Nicholas Liuzza Jr gift?

Nicholas Reyland Liuzza Jr gifted a total of 33,093 Beeline Holdings common shares. The gifts were 11,750 shares, 12,343 shares, and 9,000 shares on separate September 2025 dates, all characterized as bona fide gifts rather than open‑market sales or purchases.

Does Nicholas Liuzza Jr still hold Beeline Holdings (BLNE) shares after these gifts?

Yes. After the reported gifts, Nicholas Reyland Liuzza Jr continues to hold 4,113,155 Beeline common shares directly. He is also deemed to beneficially own 256,809 additional shares indirectly through a trust and immediate family members, according to the filing’s ownership details.

Were the Beeline Holdings (BLNE) insider transactions market sales or gifts?

The reported transactions were gifts, not market sales. Each is coded G for bona fide gift, with a per‑share price of $0.00, and footnotes state the shares were transferred by Nicholas Reyland Liuzza Jr to his son as non‑cash, personal transfers.

How are Nicholas Liuzza Jr’s indirect Beeline Holdings (BLNE) holdings structured?

Indirect holdings reflect shares in a trust where Nicholas Reyland Liuzza Jr serves as trustee and shares held by immediate family members. The filing states these are deemed indirectly beneficially owned, and together they totaled 256,809 shares following the reported gifts.

What does transaction code G mean in the Beeline Holdings (BLNE) Form 4?

Transaction code G indicates a bona fide gift of securities. In this Form 4, each G transaction represents common stock of Beeline Holdings transferred by Nicholas Reyland Liuzza Jr to his son, with no sale proceeds and no market trade involved.