BLNE: Director Joseph Freedman Receives 187,971 Equity Units

Rhea-AI Filing Summary

Beeline Holdings, Inc. (BLNE) director Joseph D. Freedman reported stock awards filed on 10/06/2025 reflecting grants made on 10/02/2025. He received 157,971 restricted shares of common stock and 30,000 restricted stock units, both recorded at a $0 transaction price as equity compensation.

The restricted shares include 99,638 shares issued in lieu of cash that are fully vested subject to continued service, plus scheduled vesting for 10,000, 30,000, and 18,333 shares on specified future vesting dates tied to continued director service. The 30,000 restricted stock units vest on the earlier of 8/05/2026 or delivery of a final committee report, subject to continued service.

Positive

• Total award of 187,971 equity units aligns director incentives with shareholders
• 99,638 shares fully vested in lieu of cash, providing immediate equity alignment subject to service
• Grants approved by the Board and exempt under Rule 16b-3, indicating governance oversight

Negative

• Multiple future vesting tranches create uncertainty about eventual dilution timing
• Vesting contingent on continued service, so transfer of shares depends on director tenure
• Grants recorded at $0 increase outstanding share count without cash received by the issuer

Insights

Compensation Analyst

Equity grants align a director's incentives with shareholders but include multiple vesting conditions.

The awards total 187,971 equity units combining restricted shares and restricted stock units, issued at no cash cost to the director. The grants use standard service-based vesting schedules with a mix of immediately vested-in-substance shares (99,638) and time-contingent tranches that delay full ownership until the director remains in service.

Key dependencies are continued board service through 05/28/2026 and the earlier of 08/05/2026 or committee deliverable for the RSUs; monitor those dates for when additional shares may become outstanding.

Corporate Governance Analyst

Board-approved grants were exempt under Rule 16b-3 and reflect typical director compensation governance.

The filing states the grants were approved by the Board and exempt from short-swing trading rules under Rule 16b-3, which is standard when directors receive equity compensation with board approval. The use of restricted stock and RSUs is common to align long-term interests and to preserve retention incentives.

Watch for the vesting triggers and any future amendments to the standard Restricted Stock/RSU Agreements that could affect timing or forfeiture conditions; the next material dates are 05/28/2026 and 08/05/2026.

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

OMB Number:			3235-0287
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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^*

Freedman Joseph David

(Last) (First) (Middle)

188 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		157,971	A	$0	323,891	D
Common Stock(2)	10/02/2025		A		30,000	A	$0	353,891	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; 30,000 shares shall vest in equal increments annually over three years with the first vesting date on May 28, 2026; 18,333 shares for prior work shall vest on May 28, 2026; and 99,638 shares in lieu of cash for prior work are fully vested, 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.

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) August 5, 2026 or (ii) the delivery of a final report by the applicable committee, subject to continued service as a director on the applicable vesting date and execution of the Issuer's standard Restricted Stock Unit Agreement.

	/s/ Joseph D. Freedman	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity did Beeline (BLNE) director Joseph D. Freedman receive?

He received 157,971 restricted common shares and 30,000 restricted stock units granted on 10/02/2025.

When do the newly reported shares vest for Joseph D. Freedman?

Portions vest on 05/28/2026, the RSUs vest on the earlier of 08/05/2026 or delivery of a final committee report, and some tranches vest annually over three years starting 05/28/2026.

How many shares were fully vested upon grant?

99,638 shares were issued in lieu of cash and are described as fully vested, subject to continued service as a director.

Was the grant a purchase or a compensation award?

The awards were compensation grants recorded at a $0 transaction price and exempt from Section 16(b) by Board approval under Rule 16b-3.

What is the filing date of the Form 4 reporting these transactions?

The Form 4 is signed and dated 10/06/2025.