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BLNE on Nasdaq

Beeline Holdings, Inc.

Beeline Holdings, Inc. is an American mortgage bankers and loan correspondents company based in Monroe.1 Its shares trade on Nasdaq under the symbol BLNE.1

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Last updated Oct 21, 2026.

Overview

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  • TickerBLNE on Nasdaq1
  • IndustryMortgage Bankers & Loan Correspondents1
  • HeadquartersProvidence, Rhode Island1
  • Incorporated inNV2
  • Business address188 Valley Street,, Suite 225, Providence, Ri 029092
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-251.5%Operating margin3
-298.2%Net margin3
600.0%Revenue growth, 20253
-43.2%Return on equity3
-$21.5MFree cash flow3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Gain on Sale of Loan brought in 69% of the revenue Beeline Holdings, Inc. broke down this way in fiscal 2025.

  1. Gain on Sale of Loan$5.4M369%up 611% from 2024
  2. Title Fees$1.4M318%up 618% from 2024
  3. Loan Origination Fees$1.0M313%up 376% from 2024
  4. Other Revenues$14.0K30%up 600% from 2024
Products and services by year
Products and services20242025
Gain on Sale of Loan$757.0K$5.4M
Title Fees$192.0K$1.4M
Loan Origination Fees$214.0K$1.0M
Other Revenues$2.0K$14.0K

Business segments

Beeline brought in 70% of the revenue Beeline Holdings, Inc. broke down this way in fiscal 2025.

  1. Beeline$6.4M370%
  2. Beeline Title Holdings$1.4M315%
  3. Craft C+P$1.1M313%down 56% from 2024
  4. Nimble Title Holdings LLC$160.0K32%
Business segments by year
Business segments20242025
Beeline$6.4M
Beeline Title Holdings$1.4M
Craft C+P$2.6M$1.1M
Nimble Title Holdings LLC$160.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$7.8M

Out of $7.8M in revenue.3 The company lost money this year.

Financial statements

Revenue45673$7.8M in 2025−36% since 2019
0$5.0M$10.0M$15.0M2019: $12.2M$12.2M20192020: $14.8M$14.8M2020+21%2021: $12.4M$12.4M2021−16%2022: $13.9M$13.9M2022+12%2023: $10.5M$10.5M2023−24%2024: $1.1M$1.1M2024−89%2025: $7.8M$7.8M2025+600%
Gross profit4567$1.1M in 2023−74% since 2019
0$2.0M$4.0M$6.0M2019: $4.1M$4.1M20192020: $3.6M$3.6M2020−11%2021: $2.9M$2.9M2021−20%2022: $2.4M$2.4M2022−16%2023: $1.1M$1.1M2023−57%
Operating income456783-$19.5M in 2025+96% since 2019
-$20.0M-$15.0M-$10.0M-$5.0M02019: -$10.0M-$10.0M20192020: -$8.2M-$8.2M2020−18%2021: -$6.9M-$6.9M2021−16%2022: -$6.6M-$6.6M2022−4%2023: -$2.4M-$2.4M2023−64%2024: -$5.2M-$5.2M2024+114%2025: -$19.5M-$19.5M2025+277%
Net income456783-$23.2M in 2025+76% since 2019
-$30.0M-$20.0M-$10.0M02019: -$13.1M-$13.1M20192020: -$9.9M-$9.9M2020−25%2021: -$2.2M-$2.2M2021−78%2022: -$16.3M-$16.3M2022+641%2023: -$7.5M-$7.5M2023−54%2024: -$11.3M-$11.3M2024+50%2025: -$23.2M-$23.2M2025+104%

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2025-12-312024-12-31
Total net revenues$7.8M$1.1M
Compensation, commissions and benefits$11.4M$2.5M
General and administrative expenses$6.5M$2.1M
Depreciation and amortization$3.3M$758.0K
Marketing and advertising$3.0M$430.0K
Other operating expenses$3.1M$525.0K
Total operating expenses$27.3M$6.3M
Loss from operations-$19.5M-$5.2M
Interest income$4.0K
Interest expense-$2.3M-$2.2M
Gain (loss) on extinguishment of debt-$610.0K$591.0K
Gain on troubled debt restructuring$4.5M
Loss on equity method investment-$266.0K-$58.0K
Other income (expense), net$18.0K$8.0K
Total other income (expense), net-$3.1M$2.8M
Loss before income taxes-$22.7M-$2.4M
Net loss from continuing operations-$22.7M-$2.4M
Net income (loss) from discontinued operations$332.0K-$5.9M
Net loss from disposal of discontinued operations-$1.0M-$4.8M
Net loss from discontinued operations-$715.0K-$10.7M
Net loss attributable to non-controlling interests (related to discontinued operations)-$214.0K-$1.7M
Net loss attributable to common stockholders before preferred stock dividends-$23.2M-$11.3M
Preferred stock dividends-$150.0K-$150.0K
Deemed dividend - Preferred stock Series G and warrant price protection-$6.8M
Deemed dividend - Series E Preferred Stock redemption-$1.4M
Net loss attributable to common stockholders-$31.5M-$11.5M
Net loss-$23.4M-$13.1M
Unrealized foreign currency translation loss-$14.0K-$34.0K
Total comprehensive loss-$23.4M-$13.1M
Comprehensive loss attributable to non-controlling interests (related to discontinued operations)-$214.0K-$1.7M
Comprehensive loss attributable to common stockholders-$23.2M-$11.4M
Basic net loss from continuing operations per common share-$2-$10
Diluted net loss from continuing operations per common share-$2-$10
Basic net loss from discontinued operations per common share-$0-$43
Diluted net loss from discontinued operations per common share-$0-$43
Basic net loss per common share attributable to common stockholders-$2.23-$46.63
Diluted net loss per common share attributable to common stockholders-$2.23-$46.63
Basic weighted average common shares outstanding14.1M shares246.3K shares
Diluted weighted average common shares outstanding14.1M shares246.3K shares

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Corporate structure

Beeline Holdings, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Beeline Holdings, Inc.

  • Beeline Holdings, Inc. Providence, Rhode Island

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Beeline Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$15.7M3 Dec 31, 2025$15.4M3 Dec 31, 2024+1.7%
Accumulated depreciation$4.0M3 Dec 31, 2025$736.0K3 Dec 31, 2024+439.8%
Property and equipment, net$11.7M3 Dec 31, 2025$14.7M3 Dec 31, 2024−20.2%
Operating-lease assets (leased space)$401.0K3 Dec 31, 2025$1.3M3 Dec 31, 2024−69.9%

Real estate and locations

ItemLatestA year beforeChange
Area of land9,809 sq ft3 Dec 31, 202527,381 sq ft8 Dec 31, 2024−64.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$3.1M3 Dec 31, 2025$80.0K3 Dec 31, 2024+3730.0%
Stakes in other companies (equity method)$147.0K3 Dec 31, 2024
Deposits held (banks)$200.0K3 Dec 31, 2025$40.0K12 Dec 31, 2018+400.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$33.3M3 Dec 31, 2025$33.3M3 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$4.8M3 Dec 31, 2025$4.9M3 Dec 31, 2024−2.0%
Finite-lived intangibles, gross$5.0M3 Dec 31, 2025$5.0M3 Dec 31, 20240%
Accumulated amortization$121.0K3 Dec 31, 2025$23.0K3 Dec 31, 2024+426.1%
Finite-lived intangibles, net$4.8M3 Dec 31, 2025$4.9M3 Dec 31, 2024−2.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$1.5M8 Dec 31, 2024$2.7M8 Dec 31, 2023−44.4%
Raw materials$823.0K8 Dec 31, 2024$1.7M8 Dec 31, 2023−52.7%
Finished goods$670.0K8 Dec 31, 2024$946.0K8 Dec 31, 2023−29.2%

Properties, in its own words

The Company’s principal office is located at 188 Valley Street, Suite 225, in Providence, Rhode Island where it has a long-term lease of 9,282 square feet with current rent of $17,883 per month. The lease expires in 2027. The Company’s other key facility is located in Burleigh Heads, Australia where an Australian subsidiary leases 527 square feet at a rent of $5,883 per month. In addition, the Company leases small offices in executive suites at three business offices and three virtual Regus offices in Virginia, Texas, Louisiana, Massachusetts, and California. The total monthly cost for these facilities is $3,650.

Item 2 of the 10-K filed Mar 31, 2026.13

Leadership

Who has led Beeline Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Michael F. Williams2012
  2. Steven Earles2014–2016
  3. Grover T. Wickersham2016–2018
  4. Allen Barteld2017
  5. Steve Shum2019
  6. Lawrence Firestone2019–2020
  7. Paul Block2020–2022
  8. Geoffrey C. Gwin2022–2024
  9. Nick Liuzza Jr.2024–now

Chair

  1. Grover T. Wickersham2016–2018
  2. Paul F. Shoen2019–2020
  3. Paul Block2020–2022

President

  1. Michael F. Williams2012
  2. Steven Earles2014–2016
  3. Allen Barteld2017
  4. Grover T. Wickersham2018
  5. Robert P. Manfredonia2018–2020

Chief financial officer

  1. Steven Earles2014–2015
  2. Steve Shum2015–2019
  3. Geoffrey C. Gwin2020–2024
  4. Christopher R. Moe2024–now

Chief operating officer

  1. Lenny Gotter2014
201520202025
Board members and other officers (32)

Former names

  • Eastside Distilling, Inc.Dec 2, 2014 to Mar 11, 20252
  • Eurocan Holdings Ltd.Nov 14, 2011 to Nov 25, 20142

Timeline

  1. Oct 7, 20268-K Regulation FD disclosure59
  2. Oct 6, 20268-K Regulation FD disclosure60
  3. Sep 23, 20268-K Regulation FD disclosure61
  4. Sep 22, 20268-K Regulation FD disclosure62
  5. Sep 18, 20268-K Regulation FD disclosure63
  6. Aug 21, 20268-K Shareholder vote64
  7. Aug 13, 20268-K Results of operations65
  8. Aug 12, 20268-K Regulation FD disclosure66
  9. Aug 6, 20268-K Entered a material agreement; New debt or obligation67
  10. Aug 3, 20268-K Entered a material agreement; Regulation FD disclosure68
  11. Jul 15, 20268-K Regulation FD disclosure69
  12. Jul 2, 20268-K Entered a material agreement; Unregistered sale of shares70
  13. Oct 9, 2024New chief executive Nick Liuzza Jr. becomes CEO14
  14. Mar 21, 2022New chief executive Geoffrey C. Gwin becomes CEO15
  15. Jul 9, 2020New chief executive Paul Block becomes CEO16
  16. Nov 22, 2019New chief executive Lawrence Firestone becomes CEO18
  17. Sep 3, 2019New chief executive Steve Shum becomes CEO17
  18. Mar 22, 2017New chief executive Allen Barteld becomes CEO19
  19. Nov 25, 2016New chief executive Grover T. Wickersham becomes CEO20
  20. Dec 5, 2014New chief executive Steven Earles becomes CEO21
  21. Aug 15, 2012New chief executive Michael F. Williams becomes CEO22

Calendar

Coming up

  1. Nov 12, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported ($0.18) a share, on Nov 14, 2025.71

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results65
  2. May 14, 2026Reported quarterly or annual results72
  3. Mar 30, 2026Reported quarterly or annual results73
  4. Nov 6, 2025Reported quarterly or annual results74
  5. Aug 14, 2025Reported quarterly or annual results75
  6. May 20, 2025Reported quarterly or annual results76
  7. Apr 15, 2025Reported quarterly or annual results77
  8. Nov 14, 2024Reported quarterly or annual results78

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

432 filings to the SEC since October 2021: 8 annual reports, 15 quarterly reports, 169 major events, 140 insider forms, 17 large holders, 3 private raises, 80 other. The latest 20:

  1. Oct 7, 20268-K EDGAR
  2. Oct 6, 20268-K EDGAR
  3. Sep 23, 20268-K EDGAR
  4. Sep 22, 20268-K EDGAR
  5. Sep 18, 20268-K EDGAR
  6. Sep 14, 20264 EDGAR
  7. Sep 10, 20264 EDGAR
  8. Sep 10, 20264 EDGAR
  9. Sep 10, 20264 EDGAR
  10. Sep 1, 20264 EDGAR
  11. Aug 31, 20264 EDGAR
  12. Aug 24, 20264 EDGAR
  13. Aug 21, 20268-K EDGAR
  14. Aug 14, 20264 EDGAR
  15. Aug 14, 202610-Q EDGAR
  16. Aug 13, 20268-K EDGAR
  17. Aug 12, 20268-K EDGAR
  18. Aug 6, 20268-K EDGAR
  19. Aug 3, 20268-K EDGAR
  20. Jul 24, 20264 EDGAR

The 432 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

62 open-market trades by officers, directors and large owners since October 2021: 46 buys and 16 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 11, 2026Liuzza Nicholas Reyland JRChief Executive OfficerBuy33,190$1.04$34.5KForm 4
Sep 10, 2026Liuzza Nicholas Reyland JRChief Executive OfficerBuy93,200$1.01$94.1KForm 4
Sep 9, 2026Liuzza Nicholas Reyland JRChief Executive OfficerBuy22,500$1.04$23.4KForm 4
Sep 1, 2026Liuzza Nicholas Reyland JRChief Executive OfficerBuy96,000$1.03$98.9KForm 4
Aug 31, 2026Liuzza Nicholas Reyland JRChief Executive OfficerBuy245,000$0.98$240.1KForm 4
Aug 27, 2026Liuzza Nicholas Reyland JRChief Executive OfficerBuy5,000$1.06$5.3KForm 4
Aug 26, 2026Liuzza Nicholas Reyland JRChief Executive OfficerBuy15,000$0.98$14.7KForm 4
Aug 25, 2026Liuzza Nicholas Reyland JRChief Executive OfficerBuy2,500$1.02$2.5KForm 4
May 19, 2026Moe Christopher R.Chief Financial OfficerBuy10,000$1.04$10.4KForm 4
May 19, 2026Milton TiffanyChief Accounting OfficerBuy15,000$1.02$15.3KForm 4
May 19, 2026Liuzza Nicholas Reyland JRChief Executive OfficerBuy51,525$1.04$53.6KForm 4
Nov 26, 2025Freedman Joseph DavidDirectorBuy1,000$1.85$1.9KForm 4
Nov 21, 2025Freedman Joseph DavidDirectorBuy3,000$1.46$4.4KForm 4
Nov 19, 2025Moe Christopher R.Chief Financial OfficerBuy20,000$1.68$33.6KForm 4
Nov 19, 2025Freedman Joseph DavidDirectorBuy7,000$1.62$11.3KForm 4
Sep 25, 2025Freedman Joseph DavidDirectorBuy10,000$4.22$42.2KForm 4
Sep 3, 2025Milton TiffanyChief Accounting OfficerBuy10,000$1.59$15.9KForm 4
Sep 3, 2025Moe Christopher R.Chief Financial OfficerBuy20,000$1.64$32.9KForm 4
Jun 17, 2025Freedman Joseph DavidDirectorBuy15,000$0.67$10.0KForm 4
Jun 16, 2025Freedman Joseph DavidDirectorBuy35,000$0.69$24.1KForm 4

All 62 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Christopher R. Moe70$180.0K$396.6K85
2025Geoffrey Gwin$200.0K$214.3K85
2025Tiffany Milton49$165.0K$197.3K85
2025Nicholas R. LiuzzaJr.60$30.0K$76.1K85
2024Former Chief Executive Officer andChief Financial Officer; Current President of Bridgetown Spirits Corp.$350.0K$772.0K85
2024Chief Financial Officer$150.0K$290.7K85
2024Chief Executive Officer$30.0K85

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Nov 14, 2024Raised $1.6 million in a private offering of debt Form D: 6 investors so far Form D
  2. Oct 7, 2024Raised $56 million in a private offering of equity Form D: 123 investors so far Form D
  3. Sep 29, 2023Raised $6.5 million in a private offering of equity Form D: 4 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 38. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC1,098,851$1.3M0.0%+840,339
Mml Investors Services, LLC630,700$769.5K0.0%New
Geode Capital Management, LLC279,156$340.7K0.0%+5,009
Perkins Capital Management Inc238,000$290.4K0.2%−7,000
EMG Holdings, L.P.195,781$238.9K0.4%No change
NewEdge Advisors, LLC169,700$207.0K0.0%−83,150
BlackRock, Inc.140,172$171.0K0.0%+84,837
Renaissance Technologies LLC130,695$159.4K0.0%+113,739
Vanguard Fiduciary Trust Co120,043$146.5K0.0%+931
LPL Financial LLC114,383$139.5K0.0%+34,000
Integrity Alliance, Llc.100,000$122.0K0.0%New
State Street Corp97,420$118.9K0.0%No change
Citizens Financial Group Inc/ri92,298$112.6K0.0%No change
Sowell Financial Services LLC91,447$111.6K0.0%No change
Centiva Capital, LP55,390$67.6K0.0%−42,057
Northern Trust Corp55,367$67.5K0.0%+4,175
Relyea Zuckerberg Hanson LLC50,000$61.0K0.0%+10,000
UBS Group AG42,776$52.2K0.0%+22,954
Creative Planning38,175$46.6K0.0%No change
Intrua Financial, LLC37,500$45.8K0.0%+8,000
Goldman Sachs Group Inc35,338$43.1K0.0%−16,299
Engineers Gate Manager LP33,042$40.3K0.0%+13,491
Waddell & Associates, LLC31,000$37.8K0.0%No change
Morgan Stanley30,007$36.6K0.0%−1,000
GRIMES & Co WEALTH MANAGEMENT, LLC28,435$34.7K0.0%+10,000

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Beeline Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBeeline Holdings, Inc.1
  • CIK0001534708
  • Employer ID (EIN)20-393759613
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company13
  • Incorporated inNevada13
  • Fiscal year endsDecember 311
  • Industry code (SIC)6162 Mortgage Bankers & Loan Correspondents1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address188 Valley Street,, Suite 225, Providence, RI 029091
  • Phone971-888-42641
  • Shares outstanding32,928,148 as of Aug 14, 202610
  • Public float$23.8M as of Jun 30, 202513
  • AuditorSALBERG & COMPANY, P.A., Boca Raton, Florida PCAOB ID 106; no auditor attestation of internal control over financial reporting13
  • On EDGAR sinceNov 14, 20111
  • Filings962 in all: 4 (297), 8-K (279), 10-Q (43), 3 (43), CORRESP (25), UPLOAD (21), EFFECT (16), DEF 14A (15)1
    All 48 form types

    10-K (14), S-1/A (14), D (13), PRE 14A (13), SC 13D/A (13), SC 13G/A (13), 424B3 (11), 424B5 (11), DEFA14A (11), SC 13D (10), 4/A (9), 8-K/A (9), S-1 (7), S-3 (7), SC 13G (6), 10-K/A (5), 424B7 (5), S-8 (5), D/A (4), NT 10-Q (4), SCHEDULE 13D/A (4), SCHEDULE 13G (4), 3/A (3), 5 (3), NT 10-K (3), POS AM (3), SCHEDULE 13G/A (3), 144 (2), CT ORDER (2), S-3/A (2), 10-Q/A (1), 25-NSE (1), 424B4 (1), 8-A12B (1), 8-A12G (1), CERTNAS (1), DEF 14C (1), DRS (1), PRER14A (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Jun 29, 2026
    Latest 8-K (8-K) Oct 7, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par valueBLNENasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).13

Risk factors and legal proceedings

The risks Beeline Holdings, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 44 risks under these headings, as written.13

  • Risks Related to the Company’s Business
  • Risks Related to Operations and Financial Results
  • Risks Related to Debt and Warehouse Credit Lines
  • Risks Related to Products, Technology, and Intellectual Property
  • Regulatory Risks
  • Risks Relating to Our Common Stock
  • Financial Risks
  • Because there is substantial doubt as to the Company’s ability to continue as a going concern, we may not be successful and our ability to continue our operations is in doubt unless we can access sufficient working capital within the timeframe needed.
  • We have significant goodwill and intangible assets included in our consolidated balance sheet, which may result in an impairment of their carrying values and the future recognition of substantial non-cash losses. The announcement of any such non-cash charges may cause our common stock price to fall.
  • Because we have a history of operating losses, if we fail to generate operating cash flow, you may lose all or most of your investment.
  • Risks Related to the Mortgage Lending Business
  • Because the Company depends on third party partners and vendors to maintain and grow its business, the loss of some or all of these third parties may have a material adverse effect on its results of operations.
The other 40 risks
  • If the Company loses the services of the vendors that provide it with loan origination or customer relationship management software, its short-term results of operations will be materially and adversely affected.
  • Because the Company depends on its ability to sell loans and MSRs in the secondary market to a limited number of loan purchasers and to secondary market participants for each relevant product, its ability to originate loans and offer related mortgage service rights would be materially and adversely affected, if its ability to sell loans and mortgage service rights became impaired.
  • Because the Company relies on the secondary mortgage market for loan sales, an economic downturn or other adverse market trends or developments could halt or limit its ability to sell its loans and lend money to future borrowers.
  • Because we are required to comply with many financial, legal, and regulatory laws and regulations, its failure to comply with all of the applicable laws and regulations could result in large fines, suspensions of its licenses to make loans in one or more states and could otherwise have a material adverse effect on the Company.
  • We face intense competition that could materially and adversely affect it if it cannot adequately address competitive challenges.
  • Our loans to customers originated outside of GSE guidelines or the guidelines of the Federal Housing Authority or Veterans Administration involve a high degree of business and financial risk, which can result in substantial losses to us.
  • Because we rely on highly-skilled personnel with knowledge of the mortgage industry, the loss of key personnel may negatively impact the Company.
  • If we encounter material fraud, it could result in significant financial losses and harm to our reputation.
  • We market our services through advertising on search engines, social media platforms, and other online sources, and if we fail to drive traffic through our marketing, we may have to spend more to drive traffic and improve our search results, any of which could materially and adversely affect our business operations.
  • TCPA regulations including those which took effect in 2025 will continue to impact our compliance costs and subject us to new regulatory and legal risks for noncompliance
  • If the United States again experiences rising mortgage interest rates, it could negatively impact the Company’s business and loan origination volumes, and result in a material adverse effect on our operating results and our financial condition.
  • If the United States continues to experience uncertainty with respect to the sales of existing homes and consumer sentiment, such events may continue to negatively impact Beeline’s business and loan origination volumes.
  • The Company’s business is subject to underwriting limitations and the potential of mortgage defaults.
  • Failure to comply with underwriting guidelines of aggregators or GSEs could materially and adversely impact our business.
  • Changes in the GSEs’, the FHA’s or the VA’s requirements could materially and adversely affect the Company’s business.
  • Risks Related to Warehouse Credit Lines
  • Because we rely on indebtedness to fund our mortgage operations and growth objectives, its future results of operations and financial condition are subject to numerous risks arising from its incurring this indebtedness.
  • Risks Related to Mortgage Lending Products, Technology, and Intellectual Property
  • The Company’s mortgage lending business relies on technology infrastructure, which exposes us to cybersecurity and technology infrastructure risks.
  • If the Company is not able to protect the privacy, use, and security of customer information, it could sustain damages that may have a material adverse effect on its business, financial condition and results of operations.
  • We rely heavily on third-party software to operate our mortgage lending business, creating technological risks that it cannot mitigate.
  • The success and growth of our business, results of operations and financial condition will depend upon our continued ability to adapt to and implement technological changes to meet our business needs and the changing demands of the market and our customers.
  • Technology disruptions or failures, including a failure in our operational or security systems or infrastructure, or those of third parties with whom we do business, could disrupt our business, cause legal or reputational harm, and adversely impact our results of operations and financial condition.
  • If the Company is unable to protect its intellectual property rights, it may be unable to effectively compete with its competitors
  • Mortgage Regulatory Risks
  • The mortgage business is a heavily regulated industry, and its business operations expose it to risks of noncompliance with a large and increasing body of complex mortgage and lending laws and regulations at the federal and state levels.
  • Future AI or technology characteristics and regulations could negatively impact the Company’s business and use of technology.
  • Because the mortgage lending business is subject to various telecommunications, data protection and privacy laws and regulations, as well as various consumer protection laws, including predatory lending laws, its failure to comply with such laws can result in material adverse effects and financial losses.
  • Since the lending laws and regulations to which the Company is subject are constantly evolving, its compliance costs continue to increase.
  • If the Company fails to comply with laws and regulations regarding its use of telemarketing, including the TCPA, it could increase its operating costs and materially and adversely impact its business, financial condition and results of operations, and prospects.
  • If the Company is unable to comply with the TILA-RESPA Integrated Disclosure (the “TRID rules”), its business and operations could be materially and adversely affected.
  • Federal and state lending laws regulate the Company’s strategic relationships with third-party partnerships and vendors; a determination that it has failed to comply with such laws could require restructuring of the relationships, result in material financial liabilities, and expose the Company to regulatory enforcement and litigation risk, and/or diminish the value of these relationships.
  • If the Company fails to comply with employment and labor laws and regulations could materially and adversely affect its business, financial condition, and results of operations.
  • The market price of our shares of common stock has been volatile, which could result in substantial losses to investors.
  • A failure to maintain our Nasdaq listing could negatively impact our future capital-raising abilities.
  • The sale or issuance of our common stock under our equity line of credit or at-the-market offering facility and other financing transactions we may undertake will create dilution to our other stockholders and could cause the price of our common stock to fall, and such transactions may not be effective in raising sufficient capital as and when needed.
  • We are incurring significant additional costs as a result of being a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
  • Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse impact on us.
  • If we raise capital in the future, it is likely to dilute our existing stockholders’ ownership and/or have other adverse effects on us, our securities or our operations.
  • Common stock eligible for future sale may adversely affect the market.
  • Our Board may authorize and issue shares of new series of preferred stock that could be superior to or adversely affect current holders of our common stock.
  • If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our common stock, the market price for our common stock and trading volume could decline.
  • We have never paid dividends on our common stock and we do not expect to pay dividends on our common stock for the foreseeable future.

Legal proceedings

From time to time, the Company is a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of the date of this Report, except as set forth below, the Company is not currently subject to any other material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources.

On October 7, 2025, Mendez et. al. v. Optimal Blue, LLC, et. al. filed a class action complaint in the US District Court, Middle District of Tennessee alleging the Company’s use of Optimal Blue’s pricing software violated federal antitrust laws against 28 defendants, including Beeline Loans, a subsidiary of the Company. On February 23, 2026, the plaintiffs filed an amended complaint removing 17 defendants, adding additional plaintiffs and adding additional description of Optimal Blue’s products to the complaint. Beeline Loans remains a defendant in the amended complaint. The Company intends to defend the case vigorously.

The opening of Item 3, Legal Proceedings.13

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