BLNE insider grant: 40,000 restricted shares with multi-year vesting

Rhea-AI Filing Summary

Beeline Holdings, Inc. director Francis Knuettel II reported receipt of 40,000 shares of restricted common stock on 10/02/2025 under the company's Amended and Restated 2025 Equity Incentive Plan. The grant was approved by the board and qualifies for the Rule 16b-3 exemption. The shares carry a reported price of $0, reflecting a standard restricted-stock award rather than a market purchase, and are recorded as direct ownership following the grant.

The award vests in stages: 10,000 shares vest on 05/28/2026, and the remaining 30,000 vest in equal annual increments over three years beginning on 05/28/2026, contingent on continued service and execution of the issuer's Restricted Stock Agreement. The filing is signed and dated 10/06/2025.

Positive

• 40,000 restricted shares granted to a director, aligning executive interests with shareholders
• Board approval secured Rule 16b-3 exemption, reducing short-swing liability risk
• Multi-year vesting (first tranche 05/28/2026) encourages retention

Negative

• Potential share overhang of 40,000 shares as they vest over the next three years
• No cash consideration ($0 price) increases outstanding equity without immediate payment

Insights

Corporate Governance Analyst

Board-approved equity grant creates deferred ownership with multi-year vesting.

The director received 40,000 restricted shares under the 2025 Equity Incentive Plan, exempt under Rule 16b-3 because the board approved the award. The reported $0 price indicates a compensatory restricted-stock grant rather than a cash purchase.

Governance risks include service-based vesting that ties retention to future board service and the standard execution of a Restricted Stock Agreement. Investors can watch vesting milestones beginning on 05/28/2026 for potential insider selling or increased free float as shares vest.

Equity Compensation Specialist

Vesting schedule front-loads a small immediate tranche with multi-year retention.

The schedule vests 10,000 shares on 05/28/2026 with the remaining 30,000 spread evenly over three subsequent annual vesting events starting the same date. That structure balances near-term alignment and longer-term retention incentives for the director.

Monitor each annual vesting date for reported changes in beneficial ownership and any filings that disclose sales or transfers after vesting; the first vesting event is on 05/28/2026.

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^*

Francis Knuettel II

(Last) (First) (Middle)

118 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		40,000	A	$0	40,000	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 and 30,000 shares shall vest in equal increments annually over three years with the first vesting date on May 28, 2026, 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/ Francis Knuettel II	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.
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FAQ

What did Beeline Holdings (BLNE) disclose in the Form 4 filed by Francis Knuettel II?

The filing reports a grant of 40,000 restricted common shares on 10/02/2025, recorded as direct ownership and approved by the board under the 2025 Equity Incentive Plan.

When do the restricted shares granted to the BLNE director vest?

The shares vest with 10,000 shares on 05/28/2026 and the remaining 30,000 in equal annual increments over three years starting on 05/28/2026, contingent on continued service.

Was the grant to the BLNE director a purchase or compensatory award?

The reported price is $0, indicating a compensatory restricted-stock grant rather than a market purchase.

Does the Form 4 indicate any immediate sale or disposition of shares by the director?

No. The Form 4 shows an acquisition of 40,000 restricted shares and reports 40,000 shares beneficially owned following the transaction, with no dispositions listed.

What exemption applies to this insider grant reported on Form 4 for BLNE?

The grant was exempt from Section 16(b) short-swing profit rules under Rule 16b-3 because it was approved by the issuer's board of directors.