Form 8-K

8-K — Beeline Holdings, Inc.

Accession: 0001493152-26-023058

Filed: 2026-05-14

Period: 2026-05-14

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): May 14, 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.

May 14, 2026, Beeline Holdings, Inc. (the “Company”) issued a press release announcing financial results for the first quarter

of 2026. 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 May 14, 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:

May 14, 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

Doubles Revenue Year-Over-Year in Q1 2026 While Significantly Narrowing Operating Loss

BeelineEquity

platform advancing as a capital light, fee-based complement to core lending

Management

to host conference call on May 14 at 5 p.m.ET to review results and discuss outlook

Providence,

Rhode Island – May 14, 2026 – Beeline Holdings, Inc. (Nasdaq: BLNE), the emerging digital mortgage lender and fractional

equity platform, today announced financial results for the first quarter ended March 31, 2026.

Financial

Highlights

● Net

revenue of $2.7 million, more than doubling year-over-year and increasing approximately 7%

sequentially

● Q1

2026 loan originations of $85.6 million across 288 loans, compared to $39.8 million across

128 loans in the prior year period

● Operating

expenses of $7.9 million, including approximately $1.0 million in non-cash stock-based compensation;

excluding stock-based compensation, operating expenses increased 18% on 116% revenue growth

● Net

loss of $5.3 million, narrowing from $6.9 million in the prior year period, a 24% improvement

year-over-year

● Adjusted

EBITDA, a non-GAAP financial measure, loss of $3.0 million, narrowed from $3.8 million in

the prior year period, a 22% improvement year-over-year

● Continued

progress on the BeelineEquity platform, with more transactions completed in the first quarter

and the full operating infrastructure built and integrated to support future scaling

● Ended

the first quarter with $1.9 million in cash and $50.9 million in shareholders’ equity,

with no corporate debt

● The

Company continues to target a $100 million revenue run rate as it exits 2027

Management

Commentary

“The

first quarter demonstrated encouraging progress, with revenue more than doubling year-over-year, transaction-level economics improving,

and our net loss and Adjusted EBITDA loss narrowing,” commented Nick Liuzza, Co-Founder and Chief Executive Officer of Beeline.

“We are growing both transaction volume and revenue per transaction, and together those trends are building a more scalable, less

rate-dependent housing finance platform. We continue to target a $100 million revenue run rate as we exit 2027, and our increasingly

diversified revenue streams support this goal.”

Liuzza

continued, “BeelineEquity represents a different revenue model for us. We earn 3.5% per transaction plus title revenue and carry

no balance sheet risk. We monetize transactions rather than interest rate spreads. As this capital-light, fee-based offering scales alongside

our core lending platform, we expect it to be a key driver of long-term margin expansion.”

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

Conference

Call

Beeline

will host a conference call to discuss its first quarter 2026 results on Thursday, May 14, 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:

● Listen-only

webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=lhQu88bn

● Toll-Free

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

● International

Dial-In: 412-317-6789

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.

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):

Three

Months Ended March 31,

(Dollars in thousands)

2026

2025

Net

loss

$ (5,278 )

$ (6,927 )

Interest

expense

1,889

Depreciation

and amortization

815

820

Stock-based

compensation expense

977

150

Non-recurring

expenses

468

Net

loss from discontinued operations

221

Adjusted

EBITDA

$ (3,018 )

$ (3,847 )

The

following table presents a reconciliation of total operating expenses excluding non-cash stock-based compensation (unaudited):

Three

Months Ended March 31,

(Dollars in thousands)

2026

2025

Total

operating expenses

$ 7,863

$ 6,004

Stock-based

compensation expense

(977 )

(150 )

Total

operating expenses excluding stock-based compensation

$ 6,886

$ 5,854

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 the growth of BeelineEquity, our forecasted revenues, and growth prospects.

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 duration of the war with Iran and its effect on the economy,

the ability of our BeelineEquity partner to fund its equity transactions, and the Risk Factors contained in the Company’s 2025

Annual Report on Form 10-Kand 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.

Investor

Contact:

investors@makeabeeline.com

Media

Contact:

press@makeabeeline.com

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