8-K
Beeline Holdings, Inc. (BLNE)
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): February 19, 2026
BEELINE
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38182 | 20-3937596 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
188Valley Street, Suite 225
Providence,RI 02909
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (888) 810-5760
Securities
registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.0001 par value | BLNE | The Nasdaq Stock Market LLC |
|---|---|---|
| (Title<br> of Each Class) | (Trading<br> Symbol) | (Name<br> of Each Exchange on Which Registered) |
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Item7.01 Regulation FD Disclosure
On February 19, 2026, the Company issued a press release, a copy of which 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.
Item9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference | Filed or<br><br> <br>Furnished | ||||
|---|---|---|---|---|---|
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith |
| 99.1 | Press release dated February 19, 2026 | Furnished | |||
| 104 | Cover<br> 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: February 19, 2026
| BEELINE HOLDINGS, INC. | |
|---|---|
| By: | /s/ Nicholas R. Liuzza, Jr. |
| Nicholas<br> R. Liuzza, Jr. | |
| Chief<br> Executive Officer |
Exhibit99.1
BeelineHoldings Welcomes Barry Levenson
asExecutive Strategic Advisor
Mortgageindustry veteran to advise on funding strategy, product positioning, and operational scale
PROVIDENCE, R.I.,– February 19, 2026 — via IBN – Beeline Holdings, Inc. (Nasdaq: BLNE), a technology-enabled, digital mortgage platform, today announced the appointment of mortgage industry veteran Barry Levenson as Executive Strategic Advisor.
Mr. Levenson brings more than three decades of experience across mortgage banking, funding strategy, product development, marketing and capital market execution. In this role, he will advise Beeline’s leadership team on capital strategy, loan economics, product position and initiatives designed to improve funding efficiency and long-term profitability.
Mr. Levenson is the Founding Principal and CEO of LK Secured Lending. He previously served as Managing Director at PennyMac Financial Services. Earlier in his career, he was a founding executive of Countrywide Bank, which became one of the fastest-growing depository institutions in U.S. banking history. By implementing an innovative deposit-gathering strategy that materially reduced the institution’s cost of funds, he helped accelerate Countrywide’s rise to become the nation’s leading mortgage banker.
Beeline has outlined a long-term objective of achieving a $100 million revenue run rate within 24 months. The Company believes that disciplined capital management, product expansion and improved cost of funds are important components of that plan.
“Barry’s experience in funding strategy and scaling mortgage platforms comes at an important time for Beeline,” said Nick Liuzza, Chief Executive Officer of Beeline Holdings. “Organic growth remains a priority for the Company. As loan economics continue to improve, we are increasing marketing investment to support origination growth while maintaining a disciplined approach to expense management. Over the past several years, we moderated growth investments to reduce losses. We believe the operating environment is stabilizing and are positioning the business to accelerate.”
Mr. Levenson will serve in an independent advisory capacity and will continue in his role at LK Secured Lending.
“I’m excited to support Beeline’s next phase,” said Levenson. “The Company combines strong technology with a forward-looking approach to serving the next generation of mortgage borrowers. It feels like a very strong match combining complimentary legacy pieces with a fresh perspective to an industry that is starting to recover. I am excited to get to work with Beeline’s leadership team.”
AboutBeeline Financial Holdings Inc.
Beeline Financial Holdings Inc. is a trailblazing mortgage fintech transforming the way people access property financing. Through its fully digital, AI-powered platform, Beeline delivers a faster, smarter path to home loans - whether for primary residences or investment properties. Headquartered in Providence, Rhode Island, Beeline is reshaping mortgage origination with speed, simplicity, and transparency at its core. The company is a wholly owned subsidiary of Beeline Holdings Inc. and also operates Beeline Labs, its innovation arm focused on next-generation lending solutions.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s long-term objective of achieving a $100 million revenue run rate within 24 months and efforts and potential to improve growth, funding efficiency and long-term profitability. 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 risks arising from the impact of inflation, tariffs, and a recession which may result on Beeline’s business, prospective customers, and on the national and global economy, the impact of ongoing military actions by the United States as well as from the geopolitical conflicts in Ukraine, Latin America and the Middle East, and the Risk Factors contained in the Company’s Prospectus Supplement dated November 14, 2025 and Form 10-K filed April 15, 2025. Any forward-looking statement made by us in this press release 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.
Contacts
Investor Relations
ir@makeabeeline.com
MediaInquiries
press@makeabeeline.com
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