Beeline Holdings, Inc SEC Filings

Beeline Holdings (BLNE): CEO, Director, and 10% Owner Nicholas R. Liuzza Jr. reported a conversion of Series G Convertible Preferred Stock into common stock. On 10/10/2025, he acquired 2,333,629 common shares at $1.67 per share under a Code C transaction, which was exempt under Rule 16b-6(b). Following the conversion, he beneficially owned 4,215,177 shares directly and 223,716 shares indirectly via the Nicholas R. Liuzza Jr. Trust - 2020.

Beeline Holdings, Inc. filed a Form 8-K reporting equity-related disclosures and director/officer beneficial ownership figures. The filing lists multiple named individuals (including Nicholas R. Liuzza, Jr. as CEO) with reported share counts such as 5,916,224, 5,895,475, and 6,019,667, and a recurring aggregate figure of 6,020,654 shares shown for several filers. The filing also attaches three exhibits: a Form of Restricted Stock Agreement, a Form of Restricted Stock Unit Agreement, and a Form of Option Agreement. The document is executed by the CEO, indicating formal adoption or disclosure of the equity award documents.

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.

Beeline Holdings, Inc. (BLNE) reported an insider grant: the Chief Financial Officer received stock options for 235,000 shares with an exercise price of $0.9216. The options were granted on 10/02/2025, expire on 10/02/2035, and become exercisable in equal annual installments over two years starting 05/28/2025, subject to continued service. The filing notes the grant was board‑approved and exempt from Section 16(b) under Rule 16b‑3, and the options were issued under the company’s Amended and Restated 2025 Equity Incentive Plan. Following the grant the reporting person beneficially owns 235,000 underlying shares via direct ownership of the options.

Beeline Holdings, Inc. (BLNE) reported a stock option award to Nicholas Liuzza Jr., who is listed as the company's Chief Executive Officer, a Director, and a 10% owner. The grant consists of 50,000 stock options with an exercise price of $0.9216, exercisable through 10/02/2035.

The filing states the grant was approved by the board and exempt from Section 16(b) under Rule 16b-3. The options vest annually in equal amounts over two years beginning 05/28/2025, subject to continued service. The reporting person signed the Form 4 on 10/06/2025.

Beeline Holdings, Inc. (BLNE) reported a director equity grant on 10/02/2025 in a Form 4 filed by Stephen M. Romano. The filing shows an award of 76,463 shares of restricted common stock granted at a price of $0, leaving Mr. Romano with 76,463 shares owned following the transaction. The grant was approved by the board and made under the company's Amended and Restated 2025 Equity Incentive Plan. Portions of the award vest over time: 10,000 shares vest on 05/28/2026, 30,000 vest in equal annual increments beginning 05/28/2026, 5,666 shares for prior work vest on 05/28/2026, and 30,797 shares issued in lieu of cash for prior work are fully vested subject to continued service as a director and execution of a restricted stock agreement.

Beeline Holdings, Inc. (BLNE) director Joseph Caltabiano reported two grants of restricted equity on 10/02/2025. He received 98,984 shares of restricted common stock and 30,000 restricted stock units, bringing his total reported beneficial ownership to 128,984 shares. The restricted stock grant was approved by the board under the 2025 Equity Incentive Plan and includes mixed vesting: 49,818 shares are fully vested in lieu of cash, 10,000 shares vest on 05/28/2026, 30,000 vest in equal annual increments beginning 05/28/2026, and 9,166 shares vest on 05/28/2026 for prior work, all subject to continued service and a restricted stock agreement. The 30,000 RSUs vest on the earlier of 08/05/2026 or delivery of a final committee report, subject to service and standard RSU terms. Both grants were board-approved and exempt from Section 16(b) under Rule 16b-3.

Beeline Holdings, Inc. reported a stock option grant to its Chief Accounting Officer. The officer was granted 35,000 stock options on 10/02/2025 with an exercise price of $0.9216 per share and an expiration date of 10/02/2035. The options vest annually in equal amounts over two years beginning 05/28/2025, subject to continued service, and were issued under the company’s Amended and Restated 2025 Equity Incentive Plan. The filing notes the grant was board-approved and exempt from Section 16(b) by Rule 16b-3. The reporting person is listed as the company’s Chief Accounting Officer.

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.