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): October 6, 2025

BEELINE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

188 Valley Street, Suite 225

Providence, RI 02909

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (458) 800-9154

Securities registered pursuant to Section 12(b) of the Act:

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:

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 ☐

If 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 1.01 Entry into a Material Definitive Agreement.

On October 6, 2025, Beeline Loans, Inc. (“Beeline Loans”), a subsidiary of Beeline Holdings, Inc. (the “Company”) entered into a warehouse facility agreement with Customers Bank providing for a $5 million warehouse line of credit (the “Customers Bank Facility”). The Customers Bank Facility will be used by Beeline Loans to fund mortgage loan originations in the ordinary course of business.

Beeline Loans currently maintains a $5 million warehouse facility with First Funding. Loans funded under these facilities typically remain on the line for three to fourteen business days before being sold, at which point amounts drawn are repaid and the facilities are available for additional loan fundings. Beeline Loans has been turning its warehouse line approximately 2.5 times per month.

Beeline Loans’ loan originations increased approximately 30% from the first quarter to the second quarter of 2025, and approximately 34% from the second quarter to the third quarter of 2025. With interest rate cuts anticipated and housing market conditions improving, the Company expects continued growth in originations. The Company intends to add an additional warehouse banking partner in the near term and increase its existing warehouse capacity in October 2025 to support future growth.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expectations with respect to the Company’s future growth, anticipated trends in the mortgage loan industry including interest rate cuts and an improved housing market, and plans to access an additional loan from another warehouse bank in the near term. 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,” 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, future interest rate changes, the state of the U.S. economy and inflation, the future of U.S. tariff policy and other regulatory developments, our need for additional capital to meet future goals and milestone targets, our ability to negotiate and execute an additional warehouse line on favorable terms or at all, our ability to attract homeowners to our products and services, the demand for and success of our services, technology and collaborations, the ability of us and third parties on which we depend to comply with applicable regulatory requirements, the risk that software and technology infrastructure on which we depend fail to perform as designed or intended, and the Risk Factors contained in our Form 10-K filed April 15, 2025. Any forward-looking statement made by us in this presentation 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.

Item 9.01 Financial Statements and Exhibits.

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: October 6, 2025