Form 8-K

8-K — Beeline Holdings, Inc.

Accession: 0001493152-26-013573

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001534708

SIC: 6162 (MORTGAGE BANKERS & LOAN CORRESPONDENTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): March 30, 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

2.02 Results of Operations and Financial Condition.

March 30, 2026, Beeline Holdings, Inc. (the “Company”) issued a press release announcing financial results for the fourth

quarter of 2025. The text of the press release is furnished as Exhibit 99.1 to this current report.

The

information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject

to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly

incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained

in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after

the date hereof, regardless of any general incorporation language in such filing.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Description

99.1

Press Release dated March 30, 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:

March 30, 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 Reports 127% Revenue Growth and Improved

Loan Economics

Revenue growth expected to accelerate in 2026

Management to host conference call today at 5 p.m.

ET to review results and discuss outlook

Providence, Rhode Island – March 30, 2026 –

Beeline Holdings, Inc. (Nasdaq: BLNE), the emerging digital mortgage lender and fractional equity platform, today announces financial

results for the fourth quarter ended December 31, 2025.

Q4 2025 Financial Highlights

● Net revenue of $2.5 million, up 127% year-over-year and 8.3% sequentially

● Q4 2025 origination volume of $84.7 million, up 44% year-over-year

● Operating expenses increased, primarily reflecting $4.2 million in non-cash

stock-based compensation; excluding this, operating expenses increased 19% on 127% revenue growth 1

● Launched BeelineEquity platform and closed initial transactions recorded

on the Blockchain in the fourth quarter with a growing pipeline entering 2026

● Ended 2025 with no corporate debt, strengthening the balance sheet

● Continued improvement in loan economics, including a 31% increase in average

revenue per loan and an 18% decrease in average cost per loan, with the trend continuing into January of 2026

Management Commentary:

“In 2025, we became a public company, strengthened

our balance sheet by eliminating debt, and built our technology stack,” commented Nick Liuzza, Co-Founder and Chief Executive Officer

of Beeline. “With this platform now firmly in place, we are poised for accelerated growth while continuing to improve loan-level

economics. Higher average revenue per loan and lower expenses per loan are supporting our progress towards cash flow break-even. Operationally,

we are carefully managing expenses and believe we have built a platform that can scale significantly without meaningful incremental costs.”

“We are now positioned at the intersection of

three large and growing markets: digital mortgage origination, AI-driven financial infrastructure, and fractionalized real estate ownership,”

continued Liuzza. “We are driving improvements in originations, closings, and revenue per loan, while simultaneously improving efficiency,

scaling the business with modest increases in headcount to position us for future profitability. We have a clear and increasingly diversified

pathway to achieving a $100 million run rate over the next couple of years.”

Liuzza concluded, “Our recently launched BeelineEquity

offering, a differentiated solution to tap into the $4 trillion in illiquid home equity, creates an additional, fee-based product tied

to home equity. Along with continued momentum in our core lending platform, this gives us greater confidence in our growth and margin

trajectory as we move through the year.”

Conference Call

Beeline will host a conference call to discuss its

fourth quarter 2025 results on Monday, March 30, 2026 at 5 p.m. ET.

The call will be led by Nick Liuzza, Chief Executive

Officer, Jess Kennedy, Chief Operating Officer and Chris Moe, Chief Financial Officer.

Participants may join via webcast or by phone using the details below:

● U.S. Dial In (toll free): 877-317-6789

● International Dial In: 412-317-6789

● Webcast:

https://event.choruscall.com/mediaframe/webcast.html?webcastid=diNswjk3

1 Excluding

non-cash stock-based compensation is a non-GAAP financial measure. See reconciliation below.

Use of Non-GAAP Measures

This press release includes both financial measures

in accordance with Generally Accepted Accounting Principles, or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial

measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts

that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP

financial measures should be viewed as supplemental and should not be considered as alternatives to net income (loss), operating income

(loss), and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of the historical

operating results of Beeline nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP

financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.

Our management uses and relies on Adjusted

EBITDA, a non-GAAP financial measure, to evaluate and assess our core operating results from period-to-period after removing the impact

of items that affect comparability. Our management recognizes that the non-GAAP financial measure has inherent limitations because of

the excluded items described below. We also review our operating metrics without including stock-based compensation, which is another

non-GAAP financial measure.

We have included a reconciliation of our non-GAAP

financial measure to the most comparable GAAP financial measure. We believe that providing the non-GAAP financial measure, together with

the reconciliation to GAAP, helps investors make comparisons between Beeline and other companies. In making any comparisons to other companies,

investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay

close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure

provided by each.

The Company defines Adjusted EBITDA as earnings before

interest, taxes, depreciation and amortization, stock-based compensation, and other one-time items.

The following table presents a reconciliation of net loss to Adjusted EBITDA

(unaudited):

(Dollars in thousands)

Three Months Ended December 31,

2025

2024

Net loss

$ (8,352 )

$ (9,059 )

Interest expense

(79 )

1,271

Depreciation and amortization

829

758

Stock-based compensation expense

4,240

233

Gain on extinguishment of debt

(591 )

Gain on troubled debt restructuring

(4,483 )

Net income (loss) from discontinued operations

(4 )

8,690

Adjusted EBITDA

$ (3,366 )

$ (3,181 )

The following table presents a reconciliation of total

operating expenses excluding non-cash stock-based compensation (unaudited):

Three Months Ended December 31,

(Dollars in thousands)

2025

2024

Total operating expenses

$ 10,554

$ 5,195

Stock-based compensation expense

(4,240 )

(233 )

Total operating expenses excluding stock-based compensation

$ 6,314

$ 4,962

About Beeline Holdings, Inc.

Beeline is a next-generation mortgage and home equity

service company simplifying the path to homeownership and liquidity. By combining blockchain technology, automation, and a customer-first

digital experience, Beeline makes financing a home — or unlocking its value — faster, fairer, and more transparent.

For more, visit www.makeabeeline.com.

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 plans and expectations

with respect to our forecasted revenues, operations, technology, growth prospects, decreases in our cash burn, growth prospects for the

Company’s BeelineEquity product and trends in loan economics generally. 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,” 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, our ability to continue

as a going concern and the sufficiency of our existing cash and cash equivalents to meet our working capital and capital expenditure needs

over the next 12 months; the potential impact from the conflict with Iran including inflation and the risk of higher interest rates; the

risks of a recession in the U.S. arising from tariffs and related litigation; our reliance on certain third parties, our ability to protect,

maintain and improve upon our technology infrastructure and the risk that software and technology infrastructure on which we depend fail

to perform as designed or intended; risks inherent in the regulatory and competitive industry in which we operate; changes in the political

and regulatory environment and in business and economic conditions in the United States and in the real estate and mortgage lending industry;

geopolitical conflicts and wars in Ukraine, Latin America and the Middle East; our ability to develop and maintain our brand cost-effectively,

and the Risk Factors contained in the Company’s Prospectus Supplement dated March 10, 2026 and Form 10-K we expect to file on March

31, 2026. Any forward-looking statement made by us in this presentation 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.

Investor Contact:

investors@makeabeeline.com

Media Contact:

press@makeabeeline.com

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