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[Form 4] Beeline Holdings, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Romano Stephen Michael reported acquisition or exercise transactions in this Form 4 filing.

Beeline Holdings, Inc. director Stephen Michael Romano reported equity awards of the company’s common stock. On May 29, 2026 he received a grant of 30,000 fully vested shares of restricted common stock at no cash cost, issued under the Amended and Restated 2025 Equity Incentive Plan and approved by the board under Rule 16b-3.

On May 28, 2026 he was also granted 10,000 restricted stock units, each representing a contingent right to one share of common stock. These units vest on the earlier of May 29, 2027 or the delivery of a final report and recommendation by the board’s special committee, subject to his continued service as a director. Following these awards, he directly owns 116,463 shares.

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Insider Romano Stephen Michael
Role null
Type Security Shares Price Value
Grant/Award Common Stock 30,000 $0.00 --
Grant/Award Common Stock 10,000 $0.00 --
Holdings After Transaction: Common Stock — 116,463 shares (Direct, null)
Footnotes (1)
  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 are fully vested and granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan. 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 Board of Directors. The units shall vest on the earlier of (i) May 29, 2027 or (ii) the delivery of a final report and recommendation by the special committee of the Board of Directors, subject to continued service as a director on the applicable vesting date. The grant of restricted stock units was made under the Issuer's Amended and Restated 2025 Equity Incentive Plan.
Restricted stock grant 30,000 shares Fully vested restricted common stock granted May 29, 2026 at $0.00 per share
RSU grant 10,000 units Restricted stock units granted May 28, 2026 at $0.00 per unit
Post-transaction holdings 116,463 shares Common stock directly owned by Romano after awards
RSU vesting date May 29, 2027 Vests earlier of this date or special committee’s final report, subject to service
Grant price $0.00 per share Equity compensation awards, not market purchases or sales
restricted common stock financial
"The grant of the Issuer's restricted common stock was exempt from Section 16(b)..."
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
restricted stock units financial
"Represents restricted stock units. Each restricted stock unit represents a contingent right..."
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 by the Issuer's Board..."
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 shares ... are fully vested and granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Romano Stephen Michael
(Last)(First)(Middle)
188 VALLEY STREET
SUITE 225
(Street)
PROVIDENCE, RHODE ISLAND 2909
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock(1)05/28/2026A10,000A$086,463D
Common Stock(2)05/29/2026A30,000A$0116,463D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 are fully vested and granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.
2. 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 Board of Directors. The units shall vest on the earlier of (i) May 29, 2027 or (ii) the delivery of a final report and recommendation by the special committee of the Board of Directors, subject to continued service as a director 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/ Stephen Romano06/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Beeline Holdings (BLNE) report for Stephen Michael Romano?

Beeline Holdings reported that director Stephen Michael Romano received 30,000 fully vested restricted common shares and 10,000 restricted stock units, both granted at no cash cost as equity compensation approved by the board under the company’s 2025 Equity Incentive Plan.

How many Beeline Holdings (BLNE) shares does Stephen Michael Romano hold after these grants?

After the reported equity awards, Stephen Michael Romano directly holds 116,463 shares of Beeline Holdings common stock. This figure reflects his updated ownership position following the 30,000-share restricted stock grant and the 10,000 restricted stock unit award disclosed.

What are the vesting terms for Stephen Michael Romano’s Beeline Holdings (BLNE) RSU grant?

Romano’s 10,000 restricted stock units vest on the earlier of May 29, 2027 or the delivery of a final report and recommendation by the board’s special committee, provided he continues serving as a director through the applicable vesting date under the company’s 2025 Equity Incentive Plan.

Are Stephen Michael Romano’s recent Beeline Holdings (BLNE) equity awards open-market purchases?

No, the transactions are not open-market purchases. They are equity compensation awards: 30,000 fully vested restricted common shares and 10,000 restricted stock units, both granted at a price of $0.00 per share and approved by the board under Rule 16b-3.

Under which plan were Stephen Michael Romano’s Beeline Holdings (BLNE) awards granted?

Both the restricted common stock and restricted stock unit awards to Stephen Michael Romano were granted under Beeline Holdings’ Amended and Restated 2025 Equity Incentive Plan, following approval by the company’s Board of Directors pursuant to Rule 16b-3 exemptions.