Beeline (NASDAQ: BLNE) CEO reports 22.8% beneficial ownership stake

Rhea-AI Filing Summary

Beeline Holdings CEO Nicholas Reyland Liuzza Jr. filed an amended Schedule 13D reporting beneficial ownership of 8,157,844 shares of common stock, representing 22.8% of the class. This percentage is based on 32,060,466 shares outstanding as of June 15, 2026 and includes shares underlying Warrants exercisable within 60 days.

The holdings comprise 7,901,035 shares owned directly, 33,093 shares owned by family members, and 223,716 shares held by a family trust over which he has voting and dispositive control. Liuzza states he acquired his securities with the purpose of exercising control and recently purchased 51,525 shares with personal funds and made gifts disclosed on Forms 4 filed in May and June 2026.

Key Figures

Beneficial ownership: 8,157,844 shares Ownership percentage: 22.8% Shares outstanding: 32,060,466 shares +4 more

7 metrics

Beneficial ownership 8,157,844 shares Beeline common stock beneficially owned by Nicholas Liuzza

Ownership percentage 22.8% Percent of Beeline common stock class represented by Liuzza’s holdings

Shares outstanding 32,060,466 shares Beeline common stock outstanding as of June 15, 2026

Directly owned shares 7,901,035 shares Shares beneficially owned directly by Nicholas Liuzza

Family member holdings 33,093 shares Shares owned by family members deemed beneficially owned by Liuzza

Family trust holdings 223,716 shares Shares held by a family trust over which Liuzza has control

Recent purchase 51,525 shares Shares of common stock purchased with personal funds on May 19, 2026 Form 4

Key Terms

beneficially owns, dispositive and voting control, Securities Purchase Agreements, Registration Rights Agreements, +1 more

5 terms

beneficially owns financial

"The Reporting Person beneficially owns 8,157,844 shares of the Issuer's common stock."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

dispositive and voting control financial

"Represents outstanding shares ... over which the Reporting Person has dispositive and voting control."

Securities Purchase Agreements financial

"the Company entered into Securities Purchase Agreements and Registration Rights Agreements with Mr. Liuzza."

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

Registration Rights Agreements financial

"Securities Purchase Agreements and Registration Rights Agreements with Mr. Liuzza."

A registration rights agreement is a contract that gives certain shareholders the legal ability to require a company to register their shares with securities regulators so those shares can be sold publicly. Think of it like a guaranteed ticket to sell stock at a public marketplace: it creates a path to liquidity for investors, can affect when large shareholders can sell, and may influence stock supply and price expectations for other investors.

price protection adjustment provisions financial

"The shares of common stock underlying the Warrants are subject to price protection adjustment provisions set forth in such securities"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 06/18/2026 - 11:09 AM Accepted by SEC EDGAR 06/18/2026 - 11:09 AM Learn about SEC filing dates

FAQ

How many Beeline Holdings (BLNE) shares does Nicholas Liuzza beneficially own?

He beneficially owns 8,157,844 shares of Beeline Holdings common stock. This total includes directly held shares, family holdings, a family trust, and shares underlying Warrants that are or may be exercisable within 60 days, as disclosed in the amended Schedule 13D.

What percentage of Beeline Holdings (BLNE) does Nicholas Liuzza’s stake represent?

His beneficial ownership represents 22.8% of the common stock. The percentage is calculated using 32,060,466 shares outstanding as of June 15, 2026, plus shares underlying Warrants he holds that are or may become exercisable within 60 days.

How is Nicholas Liuzza’s Beeline (BLNE) ownership structured among different accounts?

The 8,157,844 shares include 7,901,035 shares held directly, 33,093 shares owned by his family members, and 223,716 shares held by a family trust. He exercises voting and dispositive control over all these holdings, according to the filing.

What is Nicholas Liuzza’s stated purpose for holding Beeline (BLNE) securities?

He states that he acquired all of his securities with the purpose of exercising control over Beeline Holdings. As Chief Executive Officer and a director, this aligns his significant ownership position with an intent to influence the company’s direction.

Did Nicholas Liuzza recently buy additional Beeline (BLNE) shares?

Yes. The filing notes he purchased 51,525 shares of common stock reported on a May 19, 2026 Form 4 using personal funds. It also references gifts reported on a Form 4 filed on June 18, 2026, updating his beneficial ownership.

How do Warrants affect Nicholas Liuzza’s Beeline (BLNE) ownership calculation?

His 22.8% stake gives effect to shares underlying Warrants that are or may be exercisable within 60 days. These Warrants include price protection adjustment provisions tied to lower-priced sales or potential waivers by the security holders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

BEELINE HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

277802500

(CUSIP Number)

MICHAEL HARRIS, ESQ.
3001 PGA BLVD, STE 305
PALM BEACH GARDENS,, FL, 33410
561-686-3307

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 277802500

1

Name of reporting person

Nicholas Reyland Liuzza Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,157,844.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,157,844.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,157,844.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

11. Represents outstanding shares of the Issuer's common stock over which the Reporting Person has dispositive and voting control. Gives effect to Warrants which are or may be exercisable within 60 days. See Item 5. Based on 32,060,466 shares of common stock outstanding as of June 15, 2026, and gives effect to shares of common stock underlying Warrants held by the Reporting Person which are or may become exercisable within 60 days. The shares of common stock underlying the Warrants may be adjusted due to price protection adjustment provisions set forth in such securities and based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities. Also gives effect to gifts which were reported on Form 4 filed on June 18, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: BEELINE HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 188 VALLEY STREET, SUITE 225, PROVIDENCE, RHODE ISLAND , 02909.
Item 2.	Identity and Background
(a)	Nicholas Reyland Liuzza Jr.
(b)	188 Valley Street, Suite 225, Providence, RI 02909
(c)	Mr. Liuzza is the Chief Executive Officer and a director of Beeline Holdings, Inc. [Nasdaq: BLNE].
(d)	During the past five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the past five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	This amendment amends the Schedule 13D filed with the Securities and Exchange Commission on March 20, 2025 as amended from time-to-time. This amendment is being filed to update the percentage of outstanding common stock beneficially owned based on the shares of common stock outstanding and underlying derivative securities held by the Reporting Person as of a more recent date and to reflect recent transactions as disclosed in the Statements of Changes in Beneficial Ownership of Securities on Form 4 reported on May 18, 2026 and May 19, 2026 and gifts reported on June 18, 2026. The Reporting Person purchased the 51,525 shares of common stock common reported on the May 19, 2026 Form 4 with personal funds. The shares of common stock underlying the Warrants are subject to price protection adjustment provisions set forth in such securities and may be subject to adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities.
Item 4.	Purpose of Transaction
	The Reporting Person is the Chief Executive Officer and a director of the Issuer. He acquired all of his securities with the purpose of exercising control.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 8,157,844 shares of the Issuer's common stock. This includes 7,901,035 shares beneficially owned directly, 33,093 shares of common stock owned by Mr. Liuzza's family members which he is thereby deemed to beneficially own and 223,716 shares owned by a family trust over which the Reporting Person exercises dispositive and voting control. The above number of shares amounts to approximately 22.8% of the 32,060,466 outstanding shares of common stock as of June 15, 2026. The percentage beneficially owned is calculated by including all shares beneficially owned as the numerator and dividing that amount by the denominator which is shares of common stock issued and outstanding plus the shares of common stock beneficially owned underlying derivative securities held by the Reporting Person (in this case, Mr. Liuzza's Warrants), even though such underlying shares are not issued and outstanding.
(b)	The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person.
(c)	Except as described in this Schedule 13D under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	In connection with his investments in the Warrants, the Company entered into Securities Purchase Agreements and Registration Rights Agreements with Mr. Liuzza. The terms of the Securities Purchase Agreements, Warrants, and related Registration Rights Agreements were previously disclosed in the Current Reports on Form 8-K filed on December 3, 2024, March 5, 2025, March 10, 2025, March 26, 2025, April 30, 2025, and June 16, 2025. Copies of these documents were included as exhibits to such Current Reports on Form 8-K.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Nicholas Reyland Liuzza Jr.

Signature:	/s/ Nicholas Reyland Liuzza, Jr.
Name/Title:	Nicholas Reyland Liuzza, Jr., individually
Date:	06/18/2026