Beeline Holdings (BLNE) CEO invests $500,000 in board-approved convertible note
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.
Positive
- None.
Negative
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Insider Trade Summary
1 transaction reported
Mixed
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 shares (Direct)
Footnotes (2)
- 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.
- 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
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.
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.
