Item 1.01 Entry into a Material Definitive Agreement. On July 28, 2026, Beeline Holdings, Inc. (“ Beeline”) entered into a non-binding Letter of Intent (the “ LOI”) with TYTL Holdings, Inc. (“ TYTL”) regarding a proposed business combination pursuant to which TYTL would merge with and into Beeline 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 $150,000 or, under certain specified circumstances, TYTL may pay up to $500,000. The final economics of the proposed transaction will be reflected in definitive agreements governing the transaction. The final transaction structure, exchange ratio, ownership percentages, and other economic terms will be determined through the negotiation of definitive agreements and are expected to be supported by a fairness opinion and customary valuation analyses. The proposed transaction is intended to combine Beeline’s digital mortgage, lending, and title platform with TYTL’s blockchain-based real estate tokenization platform. Subject to the negotiation of definitive agreements, the combined company intends to pursue the development and commercialization of products designed to facilitate institutional participation in residential real estate through blockchain-enabled infrastructure while integrating mortgage lending, including Non-QM mortgage products, title, and settlement processes. The parties also intend to continue the development of TYTL’s home equity product, which is designed to utilize a Regulation D-compliant security structure together with blockchain technology and recorded real property interests. The LOI contemplates customary exclusivity, confidentiality, and due diligence provisions and reflects the parties’ current expectation of an ownership structure of approximately 60% for Beeline stockholders and 40% for TYTL equity holders, subject to adjustment through the negotiation of definitive agreements, valuation analyses, and the results of a fairness opinion. Except for those provisions expressly identified as binding, the LOI is non-binding, and neither party is obligated to consummate the proposed transaction unless and until definitive agreements are executed. Because the principal shareholder and Chief Executive Officer of Beeline is a principal shareholder of TYTL, Beeline created a special committee of its Board of Directors (the “ Special Committee”) which is empowered to approve the proposed merger and make all decisions on behalf of Beeline without further Board of Directors approval. The proposed transaction remains subject to, among other things, completion of due diligence, negotiation and execution of definitive agreements, approval by the Beeline Special Committee and TYTL’s board of directors, receipt of a fairness opinion by TYTL, applicable regulatory approvals, TYTL stockholder approval, and satisfaction of customary closing conditions. There can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed. The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by the complete text thereof, a copy of which is filed as Exhibit 10.1.

Item 7.01 Regulation FD Disclosure On August 3, 2026, the Company issued a press release announcing its entry into the LOI. A copy of the press release is furnished as Exhibit 99.1 of this Current Report on Form 8-K. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “ Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Exhibit 10.1 Letter of Intent 99.1 Press Release dated August 3, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: August 3, 2026 BEELINE HOLDINGS, INC. By: /s/ Nicholas R. Liuzza, Jr. Chief Executive Officer