Form 8-K

8-K — Beeline Holdings, Inc.

Accession: 0001493152-26-043657

Filed: 2026-09-22

Period: 2026-09-22

CIK: 0001534708

SIC: 6162 (MORTGAGE BANKERS & LOAN CORRESPONDENTS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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): September 22, 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

September 22, 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 September 22, 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:

September 22, 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

Launches “Rate Optimization” Program to Accelerate Bank Statement Mortgage Growth as Q3 Revenue Trends Toward One of Company’s

Strongest Quarters

$3,000

lender credit targets growing self-employed and non-traditional income borrower market as Beeline continues its shift toward higher-margin

Non-QM mortgages

PROVIDENCE,

R.I. — Sept. 22, 2026 (GLOBE NEWSWIRE) — via IBN — Beeline Holdings, Inc. (Nasdaq: BLNE) (“Beeline”

or the “Company”), a technology-driven mortgage lender and home equity platform, today announced the launch of its Rate

Optimization Program, offering a $3,000 lender credit on qualifying Bank Statement purchase and refinance mortgages of $250,000

or more locked by October 31, 2026.

The

initiative is designed to accelerate growth of Beeline’s Bank Statement mortgage business while helping self-employed and non-traditional

income borrowers reduce the cost of purchasing or refinancing a home in the current interest-rate environment.

The

$3,000 lender credit can be applied toward eligible closing costs, used to buy down the borrower’s interest rate or applied toward

future mortgage payments, subject to applicable loan terms and requirements.

May 2026, Beeline shifted its mortgage strategy toward Non-Qualified Mortgage (“Non-QM”) products, primarily Bank Statement

and Debt Service Coverage Ratio (“DSCR”) loans. The shift has contributed to improving loan economics and revenue growth

as Beeline increasingly focuses its resources on higher-margin mortgage products.

Beeline

reported Q2 2026 revenue of $2.6 million, an increase of 57% year over year, while operating margins improved from the prior quarter.

The Company subsequently reported its highest monthly margin to date in July and in August and believes the benefits of its Non-QM product

mix are becoming increasingly evident.

2026 is currently shaping up to be among Beeline’s strongest revenue quarters since inception driven in part by continued growth

in its Non-QM mortgage business.

“Bank

Statement loans are common-sense mortgages for many self-employed borrowers,” said Jess Kennedy, Chief Operating Officer of Beeline.

“Instead of relying primarily on W-2 income, these loans allow us to evaluate a borrower based on the actual flow of deposits reflected

in their bank statements. For entrepreneurs, business owners and borrowers with less traditional income streams, that can provide a more

practical path to qualifying for a mortgage.”

Non-QM

continues to represent a growing segment of the U.S. mortgage market, with DSCR and Bank Statement mortgages representing two of its

largest product categories. Beeline believes the continued growth of self-employment, entrepreneurship and non-traditional income creates

a significant opportunity to expand awareness and adoption of Bank Statement mortgages.

“Our

shift toward Non-QM is producing encouraging results, and Bank Statement loans have become an important part of that growth,” said

Nick Liuzza, Co-Founder and CEO of Beeline. We believe there is a significant opportunity to build greater awareness of Bank Statement

mortgages among self-employed and gig-economy borrowers, and this program is designed to accelerate that growth while giving qualified

borrowers a meaningful financial incentive to transact today.”

Beeline

is also directing technology and development resources toward improving the Non-QM mortgage experience. The Company is leveraging technology

from its acquisition of MagicBlocks to use artificial intelligence to identify prospective borrowers, improve lead engagement and increase

conversion from initial inquiry through closing.

The

Rate Optimization Program is available for qualifying Bank Statement purchase and refinance mortgages of at least $250,000 that are locked

by October 31, 2026.

About

Beeline Holdings, Inc.

Beeline

Holdings, Inc. (Nasdaq: BLNE) is a technology-driven mortgage lender and home equity platform focused on simplifying and accelerating

the path to home financing through proprietary technology, artificial intelligence and innovative mortgage and home equity 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 the Company’s efforts to accelerate growth of and a potential opportunity to expand awareness and adoption

of Beeline’s Bank Statement mortgage business, improving loan economics and revenue growth by focusing Beeline’s resources

on higher-margin mortgage products, expectations that the third quarter of fiscal year 2026 will be one of the Company’s strongest

revenue quarters since inception, and potential trends and projections with respect the market for the Company’s offerings and

in the residential lending, gig economy and related industries. 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 or targeted, central bank interest rates and 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, including our recent acquisition

of the remaining outstanding equity interest in MagicBlocks, the ability of us and third parties on which we depend to comply with applicable

regulatory requirements, 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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