BLNE Form 4: Stephen Romano receives 76,463 restricted shares

Rhea-AI Filing Summary

Beeline Holdings, Inc. (BLNE) reported a director equity grant on 10/02/2025 in a Form 4 filed by Stephen M. Romano. The filing shows an award of 76,463 shares of restricted common stock granted at a price of $0, leaving Mr. Romano with 76,463 shares owned following the transaction. The grant was approved by the board and made under the company's Amended and Restated 2025 Equity Incentive Plan. Portions of the award vest over time: 10,000 shares vest on 05/28/2026, 30,000 vest in equal annual increments beginning 05/28/2026, 5,666 shares for prior work vest on 05/28/2026, and 30,797 shares issued in lieu of cash for prior work are fully vested subject to continued service as a director and execution of a restricted stock agreement.

Positive

• Director alignment: 76,463 shares granted ties director incentives to shareholder outcomes
• Retention design: 30,000 shares vest over three years, encouraging continued service

Negative

• Immediate dilution potential: 30,797 shares were issued in lieu of cash and are fully vested subject to service
• Zero purchase price: Grant recorded at a price of $0, increasing outstanding shares without cash consideration

Insights

Corporate Governance Analyst

Board-approved equity grant aligns a director with shareholders while retaining service conditions.

The director received 76,463 restricted common shares under the 2025 Equity Incentive Plan, with specified vesting dates beginning on 05/28/2026. The award was granted at a price of $0 and was exempt under Rule 16b-3 because it was board-approved.

The mix of immediately vested shares (30,797 in lieu of cash) and time‑based vesting ties future ownership to continued service, which supports alignment but also creates short‑term dilution. Watch the 05/28/2026 vesting tranche and any additional filings that change beneficial ownership or disclose the restricted stock agreement terms.

Compensation Specialist

Compensation structure blends cash-substitution and multi-year service vesting.

The filing shows 30,797 shares issued in lieu of cash for prior work and 5,666 shares also vesting on 05/28/2026, indicating part of director compensation was converted to equity. Another 30,000 shares vest annually in equal increments over three years, creating a multi-year retention schedule.

This design reduces near‑term cash outflow for the company while creating multi-year incentive hurdles; monitor subsequent Form 4s and proxy disclosures for cumulative dilution and total annual equity run‑rate.

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
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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^*

Romano Stephen Michael

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

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
Common Stock(1)	10/02/2025		A		76,463	A	$0	76,463	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. The shares of restricted common stock vest as follows: 10,000 shares shall vest on May 28, 2026; 30,000 shares shall vest in equal increments annually over three years with the first vesting date on May 28, 2026; 5,666 shares for prior work shall vest on May 28, 2026; and 30,797 shares in lieu of cash for prior work are fully vested, subject to continued service as a director as of each applicable vesting date and subject to execution of the Issuer's standard Restricted Stock Agreement.

	/s/ Stephen Romano	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Beeline Holdings (BLNE) report on the Form 4 filed by Stephen M. Romano?

The Form 4 reports a board-approved grant of 76,463 restricted common shares to Stephen M. Romano on 10/02/2025, with specified vesting and a recorded price of $0.

How many of the granted BLNE shares are immediately vested?

30,797 shares were issued in lieu of cash and are described as fully vested, subject to continued service and execution of the restricted stock agreement.

When do the next vesting events occur for Romano's BLNE shares?

A tranche of 10,000 shares and 5,666 shares for prior work vest on 05/28/2026; the first annual vesting of the 30,000 multi-year tranche also begins on 05/28/2026.

Under what plan were the BLNE shares granted?

The shares were granted under Beeline Holdings' Amended and Restated 2025 Equity Incentive Plan and were exempt from Section 16(b) by Rule 16b-3 due to board approval.

How many shares does Romano beneficially own after the transaction?

The filing shows Mr. Romano beneficially owns 76,463 shares following the reported transaction.