Proxy Results, Private Placement, Management Change/Compensation (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

To the extent required by Item 5.02(e) of Form 8-K, the information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

2025 Annual Meeting

On October 2, 2025, the 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") of Beeline Holdings, Inc. (the "Company") was held. At the 2025 Annual Meeting, the Company's stockholders voted on (i) the election of six members of the Company's Board of Directors for a one-year term expiring at the next annual meeting of stockholders (Proposal 1); (ii) approval of the Company's Amended and Restated 2025 Equity Incentive Plan (the "2025 Plan") (Proposal 2); (iii) approval of the increase in shares of Common Stock issuable under the Company's Series G Convertible Preferred Stock and Warrants, and (iv) approval of an adjournment of the 2025 Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the 2025 Annual Meeting (Proposal 4), all as described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 18, 2025.

Set forth below are the voting results on each matter submitted to the stockholders at the 2025 Annual Meeting.

Proposal 1. The Company's stockholders voted to elect the following six individuals as directors to hold office until the next annual meeting of stockholders: