BLNE: 50,000 Stock Options Issued to CEO; Vesting Over Two Years

Rhea-AI Filing Summary

Beeline Holdings, Inc. (BLNE) reported a stock option award to Nicholas Liuzza Jr., who is listed as the company's Chief Executive Officer, a Director, and a 10% owner. The grant consists of 50,000 stock options with an exercise price of $0.9216, exercisable through 10/02/2035.

The filing states the grant was approved by the board and exempt from Section 16(b) under Rule 16b-3. The options vest annually in equal amounts over two years beginning 05/28/2025, subject to continued service. The reporting person signed the Form 4 on 10/06/2025.

Positive

• 50,000 options granted with clear vesting schedule (annual over two years from 05/28/2025)
• Grant approved by the board and exempt under Rule 16b-3, indicating formal governance review

Negative

• If exercised, the 50,000 options could lead to shareholder dilution; extent depends on total outstanding shares
• Vesting depends on continued service, introducing retention but also potential future compensation obligations

Insights

Compensation Analyst

Grant is a short-term retention award tying the CEO to future service.

The award of 50,000 options at an exercise price of $0.9216 vests in two annual tranches starting 05/28/2025, which structures near-term retention while preserving a medium-term exercise window through 10/02/2035.

This design reduces immediate cash cost and links compensation to future share performance; monitor the proportion of outstanding equity represented by these options and any subsequent grants over the next 12 months for dilution trends.

Corporate Governance Expert

Board-approved award follows common Section 16 processes and Rule 16b-3 exemption.

The filing explicitly states board approval and the Rule 16b-3 exemption, indicating the grant met the conditions for insider transaction safe harbor. Vesting is conditioned on continued service, which is a typical governance control for executive equity.

Investors may note the filer's dual role as CEO and 10% owner; review future disclosures for any materially different compensation arrangements or additional option grants within the next 12 months.

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

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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, 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)
10/02/2025

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

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
Stock Options (Right to Buy)	$0.9216	10/02/2025		A		50,000		(1)	10/02/2035	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. The grant of stock options 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 stock options shall vest annually in equal amounts over two years from May 28, 2025, subject to continued service as an officer on the applicable vesting dates. The stock options were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

	/s/ Nicholas Liuzza Jr.	10/06/2025
	** 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 did Beeline Holdings (BLNE) report on this Form 4?

The company reported a grant of 50,000 stock options to Nicholas Liuzza Jr. with an exercise price of $0.9216 and expiration on 10/02/2035.

When do the options vest for the BLNE reporting person?

The options vest annually in equal amounts over two years beginning on 05/28/2025, subject to continued service.

Was the option grant approved by the board and exempt from short-swing rules?

Yes; the filing states the grant was board-approved and exempt from Section 16(b) under Rule 16b-3.

How long are the options exercisable for BLNE's CEO?

The options have an exercise window through 10/02/2035.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Nicholas Liuzza Jr. on 10/06/2025.