Beeline CEO buys $500K convertible note from company

Beeline Holdings, Inc. director, Chief Executive Officer and more-than-10% owner Nicholas Reyland Liuzza Jr. purchased a Convertible Note from the company on August 12, 2026 for $500,000.00.

Rhea-AI Filing Summary

Beeline Holdings, Inc. director, Chief Executive Officer and more-than-10% owner Nicholas Reyland Liuzza Jr. purchased a Convertible Note from the company on August 12, 2026 for $500,000.00. The note will automatically convert into common stock at 4:00 pm Eastern Time on August 19, 2026 at the higher of $1.50 per share or the average 5-day VWAP starting August 12, 2026. The company states that the common shares issuable upon conversion are exempt from Section 16(b) under Rule 16b-3 following approval by the Board of Directors.

Insider Trade Summary

Purchase: 0 shares

Purchase 1 txn

Insider Liuzza Nicholas Reyland JR

Role Chief Executive Officer

Bought 0 shs

Type	Security	Shares	Price	Value
Purchase	Convertible Note F1, F2	--	$500,000.00	--

Holdings After Transaction: Convertible Note — 0 contracts (Direct)

Footnotes (2)

1. F1. The Reporting Person acquired a convertible note from the Issuer. 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 was approved by the Issuer's Board of Directors.
2. F2. The convertible note will automatically convert into shares of the Issuer's common stock at 4:00 pm Eastern Time at the close of business on August 19, 2026 at the higher per share price of (i) $1.50 or (ii) the average of the 5-day VWAP (using regular hours) beginning on August 12, 2026.

Key Figures

Convertible Note Purchase Amount: $500,000.00 Automatic Conversion Date and Time: 4:00 pm Eastern Time on August 19, 2026 Minimum Conversion Price Benchmark: $1.50 per share +1 more

4 metrics

Convertible Note Purchase Amount $500,000.00 Amount paid by CEO to acquire Convertible Note on August 12, 2026

Automatic Conversion Date and Time 4:00 pm Eastern Time on August 19, 2026 Scheduled automatic conversion of note into common stock

Minimum Conversion Price Benchmark $1.50 per share Lower bound in higher-of conversion formula for common stock

VWAP Measurement Window 5-day VWAP beginning August 12, 2026 Alternative benchmark used in higher-of conversion price formula

Key Terms

Convertible Note, Section 16(b), Rule 16b-3, VWAP

4 terms

Convertible Note financial

"The Reporting Person acquired a convertible note from the Issuer."

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)"

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

"exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3"

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.

VWAP financial

"at the higher per share price of (i) $1.50 or (ii) the average of the 5-day VWAP"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

FAQ

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

What insider transaction did Beeline Holdings (BLNE) report on August 12, 2026?

Beeline Holdings reported that CEO and director Nicholas Reyland Liuzza Jr. purchased a Convertible Note from the company on August 12, 2026 for $500,000.00 in a derivative transaction involving future common stock conversion.

How much did the Beeline Holdings (BLNE) CEO invest in the convertible note?

The CEO invested $500,000.00 to acquire the Convertible Note. This derivative security is structured to convert into shares of common stock automatically at a future date based on a defined pricing formula.

When will the Beeline Holdings (BLNE) convertible note automatically convert into common stock?

The Convertible Note will automatically convert into common stock at 4:00 pm Eastern Time at the close of business on August 19, 2026, according to the terms disclosed for this insider transaction.

At what price will the Beeline Holdings (BLNE) convertible note convert into shares?

The note will convert at the higher of $1.50 per share or the average 5-day VWAP (regular hours) beginning on August 12, 2026, determining the per-share conversion price for the common stock issued.

How is the Beeline Holdings (BLNE) CEO’s convertible note treated under Section 16(b)?

The company states the common shares issuable upon conversion are exempt from Section 16(b) of the Exchange Act under Rule 16b-3, because the Convertible Note was approved by Beeline’s Board of Directors.

Was the Beeline Holdings (BLNE) CEO’s convertible note purchase under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as a plan, indicating this reported purchase of the Convertible Note was not affirmatively identified as executed under a pre-arranged trading plan.

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

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Available on EDGAR 08/14/2026 - 04:18 PM EDT Accepted by SEC EDGAR 08/14/2026 - 04:10 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^*

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)
08/12/2026

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

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
Convertible Note(1)	(2)	08/12/2026		P		$500,000		08/12/2026	08/19/2026	Common Stock	(2)	$500,000	$500,000	D

Explanation of Responses:

1. The Reporting Person acquired a convertible note from the Issuer. 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 was approved by the Issuer's Board of Directors.

2. The convertible note will automatically convert into shares of the Issuer's common stock at 4:00 pm Eastern Time at the close of business on August 19, 2026 at the higher per share price of (i) $1.50 or (ii) the average of the 5-day VWAP (using regular hours) beginning on August 12, 2026.

	/s/ Nicholas Liuzza Jr	08/14/2026
	** 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)