Form 8-K

8-K — Beeline Holdings, Inc.

Accession: 0001493152-26-045840

Filed: 2026-10-06

Period: 2026-10-06

CIK: 0001534708

SIC: 6162 (MORTGAGE BANKERS & LOAN CORRESPONDENTS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): October 6, 2026

BEELINE

HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-38182

20-3937596

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

188

Valley Street, Suite 225

Providence,

RI 02909

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (888) 810-5760

Securities

registered pursuant to Section 12(b) of the Act:

Common

Stock, $0.0001 par value

BLNE

The

Nasdaq Stock Market LLC

(Title

of Each Class)

(Trading

Symbol)

(Name

of Each Exchange on Which Registered)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01 Regulation FD Disclosure

October 6, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 of this Current Report on Form 8-K.

The

information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section and shall not be deemed

to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Exhibit

99.1

Press Release dated October 6, 2026

104

Cover

page interactive data file (embedded within the iXBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

October 6, 2026

BEELINE

HOLDINGS, INC.

By:

/s/

Nicholas R. Liuzza, Jr.

Nicholas

R. Liuzza, Jr.

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Beeline

Expects Q3 2026 Revenue to Reach Highest Level Since 2021, Record Margins, Lower Net Loss and Lowest Adjusted EBITDA Loss in Five

Years

Q3 2026 ending cash

expected to increase more than 50% versus Q2 2026

Pending

HEI launch expected to expand Beeline’s home-finance offerings with a new product less tied to interest rates.

PROVIDENCE,

R.I. — October 6, 2026 (GLOBE NEWSWIRE) — via IBN — Beeline Holdings, Inc. (NASDAQ: BLNE) (“Beeline”

or the “Company”), a digital mortgage platform redefining the path to homeownership and property investment, today provided

a preliminary update on its third-quarter 2026 performance and announced the pending launch of a Home Equity Investment (“HEI”)

product as the Company continues to expand its product offering and reduce its dependence on traditional mortgage market cycles and volatile

interest rates.

Based

on preliminary results, Beeline expects Q3 2026 revenue to be the second-highest quarterly revenue in Company history and the highest

since 2021, while achieving the highest margins in Company history.

The

Company expects its Q3 2026 net loss to be lower than the second quarter 2026 net loss. The Company also expects its Q3 2026 adjusted

EBITDA loss to improve to the lowest level in 5 years reflecting continued improvement in operating performance despite a mortgage

environment challenged by elevated interest rates.

addition, Beeline expects to end Q3 2026 with a cash position at least 50% higher than at the end of Q2 2026.

Management

believes these results demonstrate the impact of Beeline’s strategic decision in April to shift its mortgage product mix toward

Non-QM lending, particularly DSCR and Bank Statement loans serving property investors and self-employed borrowers.

“Q3

is expected to demonstrate that the strategic changes we made beginning in April are working,” said Nick Liuzza, CEO and Co-Founder

of Beeline. “We expect to deliver the second-highest revenue quarter in our history and our highest margins ever and our lowest

adjusted EBITDA loss since 2021, while strengthening our cash position. We believe the shift toward Non-QM was the right decision, and

the results are beginning to demonstrate why.”

Liuzza

continued, “Now we are preparing to add another significant growth opportunity with HEI. Homeowners have accumulated substantial

equity, but higher interest rates can make accessing that equity through a traditional cash-out refinance or HELOC less attractive or,

for some homeowners, unavailable. HEI gives us another way to serve those customers by providing access to home equity without a traditional

loan or monthly principal and interest payment. Importantly, it also expands Beeline into a product category that is less directly tied

to mortgage rates.”

Building

Beyond the Traditional Mortgage Cycle

HEIs

are growing in popularity, with more than $4 billion funded in the U.S. to date and institutional capital and securitization activity

continuing to expand. Beeline’s model follows

a mortgage-style process that incorporates applicable disclosures and documentation requirements, with the goal of providing a transparent,

compliant and consumer-friendly experience.

Beeline

is offering a HEI designed to provide homeowners

with access to their home equity without traditional income documentation or required monthly payments. Structured as a loan,

the HEI may have a 10-year term or align with the remaining term of the homeowner’s existing mortgage. Qualification requirements

are generally less restrictive than those of a traditional mortgage, with credit scores as low as 500 potentially eligible in certain

circumstances.

Management

believes the emerging HEI category represents a significant opportunity as homeowners hold substantial accumulated equity while many

remain reluctant to refinance existing low-rate mortgages or may not qualify for traditional home-equity financing.

combining its growing Non-QM mortgage business with HEI, Beeline is building a broader home-finance platform designed to perform across

different interest-rate environments.

“Our

objective is to build a company that does not need interest rates to fall in order to grow,” Liuzza said. “Non-QM is already

broadening our opportunity, and HEI gives us another large addressable market that is not driven by the same interest-rate dynamics as

traditional mortgages. We believe the combination positions Beeline to continue building momentum regardless of where mortgage rates

move.”

The

Company will provide complete third quarter 2026 financial results in the Form 10-Q with full details, including the required reconciliations

of non-GAAP to GAAP financial measures. The forecasts contained in this press release are subject to the completion of quarter-end

financial close and auditor review processes and any adjustments which result therefrom.

About

Beeline Holdings, Inc.

Beeline

Holdings, Inc. (NASDAQ: BLNE) is a technology-driven mortgage and home-finance company focused on simplifying and accelerating the path

to homeownership, property investment and home-equity access. Through its digital platform, Beeline offers mortgage products designed

for traditional borrowers, self-employed borrowers and real estate investors and is expanding its platform into home equity investment

products.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,

including statements regarding preliminary third-quarter financial results, expected revenue, margins, third quarter 2026

loss, adjusted EBITDA, cash position, the anticipated benefits of Beeline’s Non-QM strategy, the pending launch and potential

growth and benefits of its HEI product.

Forward-looking

statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,”

“will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,”

“continue,” “future,” “believe,” “estimate,” “forecast,” “project,”

“target,” and similar words. Forward-looking statements are based on our current expectations and assumptions regarding our

business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent

uncertainties, risks and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of

these forward-looking statements. Our actual results may differ materially from those contemplated by the forward-looking statements

for a variety of reasons, including, without limitation, the possibility that estimates, projections and assumptions on which the forward-looking

statements are based prove to be incorrect including our revenue or operating results being less than expected and adjustments that may

result from financial statement close and auditor review processes, future interest rate changes, the risks arising from the impact of

affordability, inflation, tariffs, the war in the Middle East, and a recession which may result on the Company’s business, prospective

customers, and on the national and global economy, our need for additional capital to meet future goals and milestone targets, our ability

to attract homeowners to our products and services, our ability to comply with applicable regulatory requirements and new regulations

and developments that may arise including the potential for regulatory changes regarding digital assets, artificial intelligence, and

other areas that impact and may in the future impact the Company’s business, the possibility that our expectations and perceived

benefits with respect to strategic transactions, and the risk that software and technology infrastructure on which we depend fails to

perform as designed or intended. Additional information regarding these and other risks is contained in Beeline’s filings with

the Securities and Exchange Commission, including the Risk Factors contained in the Company’s 2025 Annual Report on Form 10-K and

our prospectus supplement dated March 10, 2026. Any forward-looking statement made by us in this press release speaks only as of the

date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not

possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result

of new information, future developments or otherwise, except as may be required by law.

Contacts

Investor

Relations

ir@makeabeeline.com

Media

Inquiries

press@makeabeeline.com

Corporate

Communications:

IBN.Ai

Austin,

Texas

www.IBN.Ai

512.354.7000

Office

Editor@IBN.Ai

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