Beeline Holdings (BLNE) CEO boosts direct stake to 4.53M shares
Rhea-AI Filing Summary
Beeline Holdings, Inc. (BLNE) reports that Chief Executive Officer and director Nicholas Reyland Liuzza Jr., a more-than-10% owner, converted a Convertible Note into 333,333 shares of common stock at a conversion price of $1.50 per share on August 19, 2026. Following this conversion, his directly held common stock position increased to 4,527,599 shares, and the reported Convertible Note position was reduced to zero. He also reports 256,809 shares of common stock held indirectly through a trust for which he is trustee and his immediate family members are beneficiaries. The company states that the note and the issuance of the underlying common stock were approved in advance by the board of directors and are treated as exempt from Section 16(b) under Rule 16b-3.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Net Buyer: 333,333 shares
Net Buy
3 txns
Insider
Liuzza Nicholas Reyland JR
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Convertible Note | -- | $0.00 | -- |
| Conversion | Common Stock F1 | 333,333 | $1.50 | $500K |
| holding | Common Stock F2 | -- | -- | -- |
Holdings After Transaction:
Convertible Note — 0 shares (Direct);
Common Stock — 4,527,599 shares (Direct);
Common Stock — 256,809 shares (Indirect, See footnote)
Footnotes (2)
- F1. The convertible note automatically converted into shares of the Issuer's common stock. The shares of the Issuer's common stock issuable upon conversion of the convertible note are exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as the convertible note and the issuance of the underlying common stock was approved in advance by the Issuer's Board of Directors.
- F2. The Reporting Person is trustee of the trust, and members of the Reporting Person's immediate family are beneficiaries of the trust.
Key Figures
Underlying common stock shares from Convertible Note: 333,333 shares
Conversion price: $1.50 per share
Direct common stock holdings after transaction: 4,527,599 shares
+3 more
6 metrics
Underlying common stock shares from Convertible Note
333,333 shares
Common stock received upon conversion of Convertible Note on August 19, 2026
Conversion price
$1.50 per share
Conversion price of the Convertible Note into common stock
Direct common stock holdings after transaction
4,527,599 shares
Direct ownership of Beeline Holdings, Inc. common stock following the conversion
Indirect common stock holdings after transaction
256,809 shares
Indirect ownership through a trust with family beneficiaries
Convertible Note conversion exercise date
2026-08-12
Exercise date associated with the Convertible Note prior to conversion
Convertible Note expiration date
2026-08-19
Expiration date of the Convertible Note, the date it was converted
Key Terms
Convertible Note, Section 16(b), Rule 16b-3, indirect
4 terms
Convertible Note financial
"The convertible note automatically converted into shares of the Issuer's common stock."
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
Section 16(b) regulatory
"issuable upon conversion of the convertible note are exempt from Section 16(b) of the Securities Exchange Act"
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 the convertible note and the issuance"
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.
indirect financial
"total_shares_following_transaction" "256809.0000" "direct_or_indirect" "I""
FAQ
What did BLNE’s CEO report in this Form 4 transaction?
The CEO, Nicholas Reyland Liuzza Jr., reported converting a Convertible Note into 333,333 shares of Beeline Holdings, Inc. common stock at $1.50 per share, increasing his directly held common stock to 4,527,599 shares.
Does the BLNE insider have any indirect ownership reported?
Yes. The filing reports 256,809 shares of Beeline Holdings, Inc. common stock held indirectly through a trust, where the reporting person is trustee and his immediate family members are beneficiaries.
What was the conversion price of the BLNE Convertible Note?
The Convertible Note held by the insider converted into Beeline Holdings, Inc. common stock at a price of $1.50 per share, resulting in the issuance of 333,333 shares of common stock.
Is the BLNE Convertible Note conversion exempt from Section 16(b)?
Yes. The company states that the Convertible Note and the issuance of the underlying common stock are exempt from Section 16(b) under Rule 16b-3, because they were approved in advance by the board of directors.
Was the BLNE Form 4 transaction made under a Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked as an affirming trading plan (aff_10b5_one is reported as false), and no footnote describes a Rule 10b5-1 plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
