Beeline Holdings, Inc SEC Filings

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.

Beeline Holdings, Inc. (BLNE) director Eric J. Finnsson received a grant of restricted common stock totaling 88,913 shares on 10/02/2025, of which 48,913 shares are fully vested in lieu of cash for prior work and the remainder are subject to time-based vesting and continued service.

The remaining 40,000 shares vest over specified dates: 10,000 shares vest on 05/28/2026, and 30,000 shares vest in equal annual increments over three years beginning 05/28/2026. The grant was approved by the board and issued under the company's Amended and Restated 2025 Equity Incentive Plan; it was exempt from Section 16(b) under Rule 16b-3 because of board approval. After the grant, Mr. Finnsson beneficially owned 90,901 shares.

Beeline Holdings, Inc. filed an update describing a new funding facility for its mortgage business. On October 6, 2025, subsidiary Beeline Loans, Inc. entered into a warehouse facility agreement with Customers Bank that provides a $5 million warehouse line of credit. This line will be used to fund mortgage loan originations before those loans are sold.

Beeline Loans already has a separate $5 million warehouse facility with First Funding. Loans financed under these warehouse lines usually stay outstanding for three to fourteen business days before sale, and the company indicates it has been turning its warehouse line about 2.5 times per month.

The company reports strong recent growth, with loan originations rising about 30% from the first to the second quarter of 2025 and about 34% from the second to the third quarter of 2025. With expectations for interest rate cuts and an improving housing market, Beeline plans to add another warehouse banking partner and increase its warehouse capacity in October 2025 to support further growth.

Joseph D. Freedman, a director of Beeline Holdings, Inc. (BLNE), purchased 10,000 shares of the company's common stock on 09/25/2025 at a weighted average price of $4.2193 per share. After the reported purchase, Mr. Freedman beneficially owned 165,920 shares. The filer notes the reported price is a weighted average for multiple purchases ranging from $4.19 to $4.23 and offers to provide a breakdown of quantities at each price on request.

Beeline Holdings, Inc. is registering the offer and sale of up to $5,000,000 of its common stock through an at-the-market program under an existing agreement with Ladenburg Thalmann & Co. Inc., which acts as sales agent.

This new amount is in addition to prior sales of 5,540,043 shares of common stock for total gross proceeds of approximately $7,000,000 under the same agreement. Ladenburg will use commercially reasonable efforts to sell the shares and will receive a 3.0% commission on gross proceeds, plus reimbursement of specified legal and due diligence fees.

Beeline Holdings, Inc. supplemental prospectus (Form 424B5) includes selected offering data, shareholder holdings and risk disclosures. The filing highlights potential operational and market risks from a government shutdown, noting delays at agencies such as the IRS and SEC could disrupt income verification, regulatory reviews and economic data releases that may affect revenue and market volatility. The document displays net tangible book value per share as of June 30, 2025 with figures shown as $0.95 and $0.75. A detailed list of current stockholders is provided; the largest disclosed holder is Nicholas R. Liuzza, Jr. with 19,393,731 shares (22%), and other large holders include Cavalry Investment Fund, LP with 9,613,290 shares (11%) and several holders in the 1–3% range. Multiple SEC filings and proxy statements are referenced and incorporated by reference.