Beeline awards director 50,000 stock units

Beeline Holdings granted a 50,000-unit restricted stock award to director Joseph Caltabiano, vesting in 2027 or upon the Special Committee’s disbanding.

Rhea-AI Filing Summary

Beeline Holdings, Inc. (symbol: BLNE) is the issuer of record for a Form 4 filing submitted to the SEC. Caltabiano Joseph reported acquisition or exercise transactions in this Form 4 filing.

Beeline Holdings, Inc. (BLNE) granted director Joseph Caltabiano 50,000 restricted stock units on September 8, 2026 as an equity award. Each unit represents a right to receive one share of common stock and will vest on the earlier of September 8, 2027 or the disbanding of the Special Committee, subject to his continued Board service. Following this grant, he is reported to beneficially hold 197,931 shares directly. No Rule 10b5-1 trading plan is reported for this award.

Insider Trade Summary

Grant/Award: 50,000 shares

Grant/Award 1 txn

Insider Caltabiano Joseph

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	50,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 197,931 shares (Direct)

Footnotes (1)

1. F1. Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant 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 Special Committee of the Board of Directors composed of three non-employee directors. The units shall vest on the earlier of (i) September 8, 2027 or (ii) the disbanding of the Issuer's Special Committee of the Board of Directors, subject to continued service on the Board of Directors of the Company on the applicable vesting date. The grant of restricted stock units was made under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

Key Figures

Restricted stock units granted: 50,000 units Price per unit: $0.00 per unit Holdings after transaction: 197,931 shares +2 more

5 metrics

Restricted stock units granted 50,000 units Equity award to director Joseph Caltabiano on September 8, 2026

Price per unit $0.00 per unit Grant, award, or other acquisition of restricted stock units

Holdings after transaction 197,931 shares Total common stock beneficially owned directly after the award

Vesting date September 8, 2027 RSUs vest on the earlier of this date or Special Committee disbanding

Section 16(b) exemption Rule 16b-3 Grant approved by Special Committee of three non-employee directors

Key Terms

restricted stock units, Section 16(b), Rule 16b-3, Amended and Restated 2025 Equity Incentive Plan, +1 more

5 terms

restricted stock units financial

"Represents restricted stock units. Each restricted stock unit represents a contingent"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Section 16(b) regulatory

"The grant was exempt from Section 16(b) of the Securities Exchange Act of 1934"

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 it was approved"

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.

Amended and Restated 2025 Equity Incentive Plan financial

"The grant of restricted stock units was made under the Issuer's Amended"

Special Committee of the Board of Directors regulatory

"the disbanding of the Issuer's Special Committee of the Board of Directors"

FAQ

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

What insider transaction did BLNE report for director Joseph Caltabiano?

Beeline Holdings reported that director Joseph Caltabiano received a grant of 50,000 restricted stock units on September 8, 2026 as an equity award under the company’s Amended and Restated 2025 Equity Incentive Plan.

How do the 50,000 restricted stock units for BLNE vest?

The 50,000 restricted stock units will vest on the earlier of September 8, 2027 or the disbanding of Beeline Holdings’ Special Committee of the Board of Directors, subject to Joseph Caltabiano’s continued service on the Board on the applicable vesting date.

What does the Form 4 say about Joseph Caltabiano’s BLNE holdings after this grant?

After the grant, Joseph Caltabiano is reported to hold 197,931 shares of Beeline Holdings common stock directly, including the 50,000 shares underlying the newly granted restricted stock units, which each represent a contingent right to one share.

Was the BLNE equity award to Joseph Caltabiano approved by independent directors?

Yes. The filing states the restricted stock unit grant was approved by the Issuer's Special Committee of the Board of Directors, composed of three non-employee directors, and was exempt from Section 16(b) under Rule 16b-3.

Was the BLNE insider transaction made under a Rule 10b5-1 trading plan?

No. The Form 4’s Rule 10b5-1 checkbox indicates no Rule 10b5-1 trading plan for this transaction, and the footnotes describe the award but do not reference any such plan.

Under what plan were the BLNE restricted stock units granted to Joseph Caltabiano?

The restricted stock units were granted under Beeline Holdings’ Amended and Restated 2025 Equity Incentive Plan, as stated in the footnote to the Form 4.

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

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Available on EDGAR 09/10/2026 - 04:13 PM Accepted by SEC EDGAR 09/10/2026 - 04:12 PM 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^*

Caltabiano Joseph

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

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
Common Stock(1)	09/08/2026		A		50,000	A	$0	197,931	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. Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant 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 Special Committee of the Board of Directors composed of three non-employee directors. The units shall vest on the earlier of (i) September 8, 2027 or (ii) the disbanding of the Issuer's Special Committee of the Board of Directors, subject to continued service on the Board of Directors of the Company on the applicable vesting date. The grant of restricted stock units was made under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

	/s/ Joseph Caltabiano	09/10/2026
	** 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)