RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2026

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

19. RELATED PARTY TRANSACTIONS

In June 2025, the Company partnered with TYTL, whereby TYTL finances certain residential real estate transactions funded through the sale of digital asset which is backed by real property. In these transactions, TYTL purchases equity from homeowners seeking liquidity, funding such purchases from the sale of the digital assets. 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 digital asset or other transactions of TYTL. During the nine months ended September 30, 2026, the Company recorded $0.1 million and $19,253 of revenue included in fractional equity revenues and title fees, respectively, in the consolidated statements of operations. As of September 30, 2026 and December 31, 2025, there was $37,701 and $16,100 included in accounts receivable, net – related party on the consolidated balance sheets, respectively.

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

September 30, 2026 and 2025

(unaudited)

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 nine months ended September 30, 2026, the Company recorded $0.2 million of revenue, which is included in other revenues in the consolidated statements of operations.

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 nine months ended September 30, 2026, the Company further advanced $0.1 million to TYTL and had received payment of $0.3 million. In July 2026, the Company received the final payment of $0.2 million. Mr. Liuzza personally guaranteed these advances to TYTL.

On July 28, 2026, the Company entered into a non-binding Letter of Intent (the “LOI”) with TYTL regarding a proposed business combination pursuant, structured as a merger, to which TYTL would merge with and into the Company in an all-stock transaction. The LOI is non-binding with respect to the proposed business combination, except for certain customary provisions, including exclusivity, confidentiality, and termination provisions. Under certain circumstances described in the LOI, a party may be required to pay a termination fee of $0.2 million or, under certain specified circumstances, TYTL may pay up to $0.5 million. Since Mr. Liuzza, the principal shareholder and Chief Executive Officer of the Company and is a principal shareholder of TYTL, the Company created a special committee of its Board of Directors, which is empowered to approve the proposed merger and make all decisions on behalf of the Company without further Board of Directors approval. See Note 21 – Subsequent Events for further information.

In June 2026, Mr. Liuzza surrendered to the Company 70,454 shares of the Company’s common stock in lieu of repaying cash of $0.1 million.

On August 12, 2026, Mr. Liuzza invested an additional $0.5 million in the Company through a convertible note, which automatically converted into 333,333 shares of the Company’s common stock on August 19, 2026 at $1.50 per share. See Note 14 – Stockholders’ Equity.

Prior to acquiring the remaining outstanding equity interest in MagicBlocks on June 30, 2026, Mr. Liuzza, individually, entered into an additional SAFE with MagicBlocks. In January 2025, Mr. Liuzza entered into a SAFE with MagicBlocks. In addition, Mr. Liuzza was a member of the board of directors and Mr. Moe was the Treasurer for MagicBlocks.

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

September 30, 2026 and 2025

(unaudited)

In addition, MagicBlocks advanced the Company $0.1 million prior to acquiring the remaining interest on June 30, 2026, which was subsequently forgiven.

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.

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.

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 nine months ended September 30, 2026 and 2025, the Company earned title fees of $41,051 and $15,349, 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.