Sec Form 4 Filing - Liuzza Nicholas Reyland JR @ Beeline Holdings, Inc. - 2025-03-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Liuzza Nicholas Reyland JR 2. Issuer Name and Ticker or Trading Symbol Beeline Holdings, Inc. [ BLNE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 755 MAIN STREET,, BUILDING 4, SUITE 3 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2025 (Street) MONROE, CT06468 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series G Convertible Preferred Stock ( 1 ) $ 0.51 03/24/2025 A 1,764,706 ( 1 ) ( 2 ) Common Stock 176,471 ( 3 ) 7,641,488 ( 3 ) D Warrants to Purchase Common Stock ( 3 ) $ 0.65 03/24/2025 A 88,236 ( 4 ) ( 4 ) Common Stock 88,236 ( 3 ) 382,077 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liuzza Nicholas Reyland JR 755 MAIN STREET, BUILDING 4, SUITE 3 MONROE, CT06468 X X Chief Executive Officer Signatures /s/ Nicholas Liuzza Jr. 03/24/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Series G Convertible Preferred Stock ("Series G") purchased by the Reporting Person pursuant to a Securities Purchase Agreement with the Issuer. The Series G are convertible into common stock at a conversion price of $5.10 per share. ( 2 )The preferred stock is perpetual and therefore has no expiration date. ( 3 )The Reporting Person paid a purchase price of $900,000 for the Series G and accompanying warrants. The Reporting Person had previously purchased $2,997,159 of Series G and accompanying warrants in transactions prior to March 24, 2025 as previously reported on prior Form 4s, for a total investment in the Series G and accompanying warrants of $3,897,159. Common Stock amounts give effect to the 1:10 reverse stock split effected on March 12, 2025. ( 4 )Represents common stock purchase warrants having an exercise price of $6.50, which were purchased pursuant to the Securities Purchase Agreement referred to in footnote (1).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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