Was the Beeline (BLNE) CEO’s share disposition an open-market sale?

No, the CEO’s transaction was not an open-market sale. It was a disposition of 70,454 shares to Beeline Holdings, Inc. itself, approved under Rule 16b-3(e), specifically to settle an obligation created by a third-party vendor’s error.

What price did Beeline’s board use for the CEO’s corrective share transaction?

Beeline’s board used a reference price of $1.88 per share, equal to the Nasdaq Capital Market closing price on the approval date. This price was used to determine the value applied to settle the obligation arising from the third-party vendor error.

Why was the Beeline CEO’s share disposition exempt under Rule 16b-3(e)?

The disposition was exempt under Rule 16b-3(e) because Beeline’s board of directors preapproved it. The shares were transferred back to the issuer under an arrangement the board approved to settle an obligation created by an error made by a third-party vendor.

Beeline (NASDAQ: BLNE) CEO settles vendor error with 70K-share disposition

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Beeline Holdings, Inc. CEO Nicholas R. Liuzza Jr. reported a corrective share disposition and updated holdings. On May 14, 2026, he disposed of 70,454 shares of common stock to the company in a transaction classified as a disposition to the issuer, with no cash price per share reported in the table.

According to footnotes, the board preapproved the transaction under Rule 16b-3(e) to settle an obligation created by a third-party vendor error and used the $1.88 Nasdaq Capital Market closing price on the approval date for this purpose. After the transaction, Liuzza held 4,144,723 shares directly and 223,716 shares indirectly through the Nicholas R. Liuzza Jr. Trust – 2020, where he serves as trustee.

Insider Trade Summary

Net Seller: 70,454 shares

Net Sell 2 txns

Insider Liuzza Nicholas Reyland JR

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	70,454	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 4,144,723 shares (Direct); Common Stock — 223,716 shares (Indirect, Nicholas R. Liuzza Jr. Trust - 2020)

Footnotes (3)

F1. The disposition of the shares was exempt under Rule 16b-3(e) under the Securities Exchange Act of 1934 since the proposed transaction was preapproved by the Board of Directors. The shares were disposed of to the Issuer in accordance with an arrangement approved by the Issuer's Board of Directors in order to settle an obligation created by an error of a third party vendor.
F2. The Board of Directors used the closing price of $1.88 on the Nasdaq Capital Market on the date of approval.
F3. The reporting person is trustee of the trust, and members of the reporting person's immediate family are beneficiaries of the trust.

Key Figures

Shares disposed to issuer: 70,454 shares Reference share price: $1.88 per share Direct holdings after transaction: 4,144,723 shares +1 more

4 metrics

Shares disposed to issuer 70,454 shares Disposition to issuer on May 14, 2026

Reference share price $1.88 per share Nasdaq Capital Market closing price used by board

Direct holdings after transaction 4,144,723 shares Common stock directly owned after disposition

Indirect trust holdings 223,716 shares Held via Nicholas R. Liuzza Jr. Trust – 2020

Key Terms

Rule 16b-3(e), disposition to issuer, Nasdaq Capital Market, trustee, +1 more

5 terms

Rule 16b-3(e) regulatory

"The disposition of the shares was exempt under Rule 16b-3(e) under the Securities Exchange Act of 1934"

disposition to issuer financial

"The shares were disposed of to the Issuer in accordance with an arrangement approved by the Issuer's Board of Directors"

Nasdaq Capital Market market

"The Board of Directors used the closing price of $1.88 on the Nasdaq Capital Market on the date of approval."

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

trustee financial

"The reporting person is trustee of the trust, and members of the reporting person's immediate family are beneficiaries"

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

third party vendor other

"settle an obligation created by an error of a third party vendor"

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/18/2026 - 04:01 PM

FAQ

What insider transaction did Beeline (BLNE) CEO Nicholas Liuzza report?

Beeline CEO Nicholas R. Liuzza Jr. reported disposing 70,454 shares of common stock back to the company. The transaction was a disposition to the issuer, preapproved by the board, and related to settling an obligation from a third-party vendor error.

How many Beeline (BLNE) shares does the CEO hold after this Form 4?

After the reported transactions, CEO Nicholas R. Liuzza Jr. held 4,144,723 Beeline common shares directly. He also held 223,716 additional shares indirectly through the Nicholas R. Liuzza Jr. Trust – 2020, where he acts as trustee for family beneficiaries.

What is the role of the Nicholas R. Liuzza Jr. Trust – 2020 in Beeline holdings?

The Nicholas R. Liuzza Jr. Trust – 2020 holds 223,716 Beeline common shares indirectly for the CEO. Liuzza serves as trustee, and members of his immediate family are beneficiaries, meaning the trust structure, not a direct personal account, owns those specific shares.

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)
05/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/14/2026		D		70,454	D	⁽²⁾	4,144,723	D
Common Stock								223,716	I	Nicholas R. Liuzza Jr. Trust - 2020⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The disposition of the shares was exempt under Rule 16b-3(e) under the Securities Exchange Act of 1934 since the proposed transaction was preapproved by the Board of Directors. The shares were disposed of to the Issuer in accordance with an arrangement approved by the Issuer's Board of Directors in order to settle an obligation created by an error of a third party vendor.

2. The Board of Directors used the closing price of $1.88 on the Nasdaq Capital Market on the date of approval.

3. The reporting person is trustee of the trust, and members of the reporting person's immediate family are beneficiaries of the trust.

	/s/ Nicholas Liuzza Jr.	05/18/2026
	** 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)

Source: View Original Filing on SEC EDGAR