Item 3.02 Unregistered Sales of Equity Securities. On March 18, 2026, Beeline Holdings, Inc. (the “ Company”) entered into an agreement with the holder of the outstanding shares of the Company’s Series A Convertible Redeemable Preferred Stock (the “ Series A”) pursuant to which the holder exchanged its remaining 4,425,102 shares of Series A for 983,356 shares of the Company’s common stock, determined by dividing the stated value of the Series A by $2.25. As a result of this exchange, there are no longer any shares of Series A outstanding. Under the original terms, had the Series A been converted at $1.75 per share, the Company would have had to issue an additional 280,959 shares. On March 20, 2026, the Company filed a certificate of withdrawal of the designation of the Series A with the Nevada Secretary of State. The exchange described above was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) thereof.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description No. ──────────────────────────────────────────────────────────────────────────────── 104 Cover 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: March 20, 2026 BEELINE By: /s/ Nicholas Chief