Sec Form 4/A Filing - Liuzza Nicholas Reyland JR @ Beeline Holdings, Inc. - 2025-06-13

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Liuzza Nicholas Reyland JR 2. Issuer Name and Ticker or Trading Symbol Beeline Holdings, Inc. [ BLNE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 188 VALLEY STREET, SUITE 225 3. Date of Earliest Transaction (MM/DD/YY) 06/13/2025 (Street) PROVIDENCE,, RI02909 4. If Amendment, Date Original Filed (MM/DD/YY) 06/16/2025 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/13/2025 P 10 A $ 0.6595 1,768,058 D Common Stock 06/13/2025 P 2,906 A $ 0.6599 1,770,964 D Common Stock 06/13/2025 P 217 A $ 0.6573 1,771,181 D Common Stock 06/13/2025 P 108,467 A $ 0.66 1,879,648 D Common Stock 06/13/2025 P 400 A $ 0.6599 1,880,048 D Common Stock 06/13/2025 P 1,500 A $ 0.6631 1,881,548 D Common Stock 223,716 I Nicholas R. Liuzza Jr. Trust - 2020 ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liuzza Nicholas Reyland JR 188 VALLEY STREET, SUITE 225 PROVIDENCE,, RI02909 X X Chief Executive Officer Signatures /s/ Nicholas Liuzza Jr. 07/24/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is trustee of the trust, and members of the reporting person's immediate family are beneficiaries of the trust.

Remarks: On June 16, 2025, the Reporting Person filed a Form 4 which reported the purchase of shares of Series G Convertible Preferred Stock ("Series G") and Warrants to Purchase Common Stock (the "Warrants"). In fact, as reported in this amendment, the Reporting Person did not purchase these securities. This Form 4 amendment is being filed solely to correct Table II for Derivative Securities Acquired, Disposed of, or Beneficially Owned and the information disclosed in Table I for Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned remains the same. As of the date of this amendment, the Reporting Person beneficially owns 7,641,488 shares of Series G convertible into 2,333,629 shares of common stock at conversion price of $1.67 per share, and Warrants to purchase 3,762,880 shares of common stock at an exercise price of $0.66 per share, which amounts give effect to price protection adjustment provisions, which may be subject to further adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities. Conversions of Series G and exercise of Warrants are subject to shareholder approval as and to the extent required by the rules of The Nasdaq Capital Market.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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