Beeline director awarded 10,000 restricted shares

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

Rhea-AI Filing Summary

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

Beeline Holdings, Inc. director Joseph Caltabiano received a grant of 10,000 shares of restricted common stock on May 28, 2026. The award was granted at a price of $0.00 per share and is fully vested under the company’s Amended and Restated 2025 Equity Incentive Plan.

After this grant, Caltabiano directly holds 138,984 shares of Beeline common stock. The footnote explains that the grant was approved by the Board of Directors and is exempt from Section 16(b) of the Securities Exchange Act under Rule 16b-3.

Insider Trade Summary

Grant/Award: 10,000 shares

Grant/Award 1 txn

Insider Caltabiano Joseph

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 138,984 shares (Direct)

Footnotes (1)

1. F1. 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 are fully vested and granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

Key Figures

Restricted shares granted: 10,000 shares Grant price per share: $0.00 per share Shares held after grant: 138,984 shares

3 metrics

Restricted shares granted 10,000 shares Restricted common stock grant on May 28, 2026

Grant price per share $0.00 per share Equity award to director, non-cash compensation

Shares held after grant 138,984 shares Total direct Beeline common stock holdings after transaction

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 grant of the Issuer's restricted common stock was exempt from Section 16(b)..."

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

"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..."

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

"granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Beeline director Joseph Caltabiano received a grant of 10,000 shares of restricted common stock. The shares were fully vested upon grant and awarded at $0.00 per share as part of his equity compensation.

Was the Beeline (BLNE) insider transaction an open-market buy or a stock grant?

The Beeline transaction was a stock grant, not an open-market purchase. It is coded as an “A” transaction, described as a grant or award acquisition, with a price of $0.00 per share under the company’s equity incentive plan.

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

After the reported grant, Joseph Caltabiano directly holds 138,984 shares of Beeline common stock. This total includes the 10,000 fully vested restricted shares that were awarded to him on May 28, 2026 under the equity incentive plan.

Under which plan was the Beeline (BLNE) restricted stock granted to Joseph Caltabiano?

The restricted common stock was granted under Beeline’s Amended and Restated 2025 Equity Incentive Plan. The footnote states the shares are fully vested restricted stock issued as part of this plan and approved by the Board of Directors.

How is the Beeline (BLNE) stock grant to Joseph Caltabiano treated under Section 16(b)?

The stock grant is exempt from Section 16(b) short-swing profit rules. The footnote explains the award qualifies for exemption under Rule 16b-3 because it was approved by Beeline’s Board of Directors and issued under the equity incentive plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 04:01 PM EDT Learn about SEC filing dates

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^*

Caltabiano Joseph

(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)
05/28/2026

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(1)	05/28/2026		A		10,000	A	$0	138,984	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 are fully vested and granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

	/s/ Joseph Caltabiano	06/01/2026
	** 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)