RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2026

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

18. RELATED PARTY TRANSACTIONS

In June 2025, the Company partnered with TYTL, whereby TYTL finances certain residential real estate transactions funded through the sale of a cryptocurrency token which is backed by real property. In these transactions, TYTL purchases equity from homeowners seeking liquidity, funding such purchases from the sale of the cryptocurrency tokens. The Company provides TYTL with certain services in connection with these transactions, specifically through providing access to its platform through BeelineEquity, and providing title and escrow services through Beeline Title Holdings in exchange for service fees. Other than providing its platform, and title and escrow services as noted above, the Company is not involved in any cryptocurrency or other transactions of TYTL. During the three months ended March 31, 2026, the Company recorded $37,100 and $12,792 of revenue included in fractional equity revenues and title fees, respectively, in the consolidated statements of operations. As of December 31, 2025, there was $16,100 included in accounts receivable, net – related party on the consolidated balance sheets.

On January 1, 2026, the Company entered into a one-year Master Services Agreement with TYTL for $0.2 million whereby the Company provides certain agreed upon monthly consulting services. During the three months ended March 31, 2026, the Company received $0.1 million related to this Agreement and recorded $50,000 of revenue, which is included in other revenues in the consolidated statements of operations. The remaining $50,000 is included in accrued liabilities on the consolidated balance sheets as of March 31, 2026.

On December 19, 2025, the Company advanced TYTL $0.4 million, included in due from affiliate on its consolidated balance sheets as of December 31, 2025. During the three months ended March 31, 2026, the Company further advanced $0.1 million to TYTL and had received payment of $0.3 million. As of March 31, 2026, the Company was owed $0.2 million included in due from affiliate on its consolidated balance sheets. The Company’s principal stockholder and Chief Executive Officer, Mr. Nicholas Liuzza, personally guaranteed these advances to TYTL.

Mr. Liuzza is Chief Executive Officer of TYTL. In addition, Christopher Moe, the Company’s Chief Financial Officer, and Joseph Freedman, a director, are each TYTL shareholders.

During March 2025, Mr. Liuzza purchased 4,308,155 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 215,409 shares of common stock for total gross proceeds of $2.2 million. In addition, Mr. Liuzza converted his $0.7 million bridge loan into $0.7 million of units comprised of 1,372,549 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 68,628 shares.

In February and March of 2025, Mr. Liuzza advanced the Company $0.1 million. In exchange for these advances, on April 25, 2025, the Board of Directors approved the advances as loans, and the Company issued Mr. Liuzza a promissory note which bears interest at a rate of 8% per annum and is payable on demand. On May 29, 2025, the Company amended the note to $0.4 million. As of December 31, 2025, the note was fully repaid.

In January 2025, Mr. Liuzza entered into a SAFE with MagicBlocks, an entity in which the Company also has a 47.6% ownership interest. In addition, Mr. Liuzza is a member of the board of directors and Christopher Moe, the Company’s Chief Financial Officer, is the Treasurer for MagicBlocks.

Prior to its acquisition by the Company, Beeline Financial issued a note to a private company in which Joseph Freedman, a Board member of the Company, has an ownership interest. This note was for $0.1 million, accrues interest at 7% per annum and is due on demand. This note was subsequently repaid in January 2025. Additionally in January 2025, Mr. Freedman purchased 238,418 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 11,921 shares of common stock for total gross proceeds of $0.1 million.

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

March 31, 2026 and 2025

(unaudited)

Jessica Kennedy, Beeline Financial’s Chief Operating Officer, owns a 5% interest in Tower Title, which is a vendor to certain subsidiaries of the Company. During the three months ended March 31, 2026 and 2025, the Company had transactions of $9,870 and $2,759, respectively, with Tower Title.

Beeline Loans partnered with CredEvolv on February 26, 2025 to help declined borrowers improve their credit and secure mortgage approval. Steve Romano is co-founder and President of CredEvolv. Beeline Financial engaged Mr. Romano to provide certain consulting services pursuant to an agreement dated July 29, 2024 to continue until terminated by written notice. As of December 31, 2025, the Company paid Mr. Romano $0.1 million. In December 2025, the Company ended its consulting relationship with Mr. Romano. Mr. Romano continues to serve on the Company’s Board of Directors.

Beeline Loans is a member of The Mortgage Collaborative, which is an industry trade group founded by David Kittle. Beeline Loans pays membership fees of $3,500 to The Mortgage Collaborative. Mr. Kittle was appointed as Special Advisor to both the Company and Board of Directors on March 12, 2025. In November 2025, the Company entered into a six month agreement with Mr. Kittle to consult with the Company’s management team in exchange for 30,000 shares of restricted stock under the 2025 Plan, subject to certain vesting requirements.