BLNE · Beeline Holdings, Inc.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock are fully vested and granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

The Reporting Person acquired the shares pursuant to a Securities Exchnage Agreement dated June 30, 2026, by and between the Issuer, MagicBlocks, Inc. and certain shareholders and third party SAFE holders of MagicBlocks, in exchange for the surrender and cancellation of certain SAFE's. The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Special Committee of the Board of Directors.

Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The units shall vest on the earlier of (i) May 29, 2027 or (ii) the delivery of a final report and recommendation by the special committee of the Board of Directors, subject to continued service as a director on the applicable vesting date. The grant of restricted stock units was made under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock are fully vested and granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock are fully vested and granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock are fully vested and granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock are fully vested and granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions ranging from $1.03 to $1.06, inclusive. The reporting person undertakes to provide to Beeline Holdings, Inc., any security holder of Beeline Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the preceding sentence.

The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions ranging from $1.035 to $1.05, inclusive. The reporting person undertakes to provide to Beeline Holdings, Inc., any security holder of Beeline Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the preceding sentence.

The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The disposition of the shares was exempt under Rule 16b-3(e) under the Securities Exchange Act of 1934 since the proposed transaction was preapproved by the Board of Directors. The shares were disposed of to the Issuer in accordance with an arrangement approved by the Issuer's Board of Directors in order to settle an obligation created by an error of a third party vendor.

The Board of Directors used the closing price of $1.88 on the Nasdaq Capital Market on the date of approval.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan for services as a director of the Company in lieu of the cash fees for the quarter ended March 31, 2026. The shares of restricted common stock are fully vested.

The grant of stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan, vesting on the last day of each month in equal monthly installments over 9 months with the first vesting on April 2, 2026, subject to continued service with the Company on each applicable vesting date.

Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The units shall vest on the earlier of (i) December 16, 2026 or (ii) the delivery of a final report and recommendation by the special committee of the Board of Directors, subject to continued service as a director on the applicable vesting date. The grant of restricted stock units was made under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

Includes 40,000 shares of common stock issuable upon vesting of restricted stock units previously granted on October 2, 2025.

Includes 30,000 shares of common stock issuable upon vesting of restricted stock units previously granted on October 2, 2025, which are subject to vesting.

Includes 30,000 shares of common stock issuable upon vesting of restricted stock units previously granted on October 2, 2025, which are subject to vesting.

Includes 30,000 shares of common stock issuable upon vesting of restricted stock units previously granted on October 2, 2025, which are subject to vesting.

The Reporting Person converted shares of Series G Convertible Preferred Stock into shares of the Issuer's common stock, which was exemept under Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-6(b).

The preferred stock is perpetual and therefore has no expiration date.

Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The units shall vest on the earlier of (i) August 5, 2026 or (ii) the delivery of a final report by the applicable committee, subject to continued service as a director on the applicable vesting date and execution of the Issuer's standard Restricted Stock Unit Agreement.

Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The units shall vest on the earlier of (i) August 5, 2026 or (ii) the delivery of a final report by the applicable committee, subject to continued service as a director on the applicable vesting date and execution of the Issuer's standard Restricted Stock Unit Agreement.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan. The shares of restricted common stock vest as follows: 10,000 shares shall vest on May 28, 2026; 30,000 shares shall vest in equal increments annually over three years with the first vesting date on May 28, 2026; 5,666 shares for prior work shall vest on May 28, 2026; and 30,797 shares in lieu of cash for prior work are fully vested, subject to continued service as a director as of each applicable vesting date and subject to execution of the Issuer's standard Restricted Stock Agreement.

The grant of stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options shall vest annually in equal amounts over two years from May 28, 2025, subject to continued service as an officer on the applicable vesting dates. The stock options were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

The grant of stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options shall vest annually in equal amounts over two years from May 28, 2025, subject to continued service as an officer on the applicable vesting dates. The stock options were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan. The shares of restricted common stock vest as follows: 10,000 shares shall vest on May 28, 2026 and 30,000 shares shall vest in equal increments annually over three years with the first vesting date on May 28, 2026, subject to continued service as a director as of each applicable vesting date and subject to execution of the Issuer's standard Restricted Stock Agreement.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan. The shares of restricted common stock vest as follows: 10,000 shares shall vest on May 28, 2026; 30,000 shares shall vest in equal increments annually over three years with the first vesting date on May 28, 2026; 18,333 shares for prior work shall vest on May 28, 2026; and 99,638 shares in lieu of cash for prior work are fully vested, subject to continued service as a director as of each applicable vesting date and subject to execution of the Issuer's standard Restricted Stock Agreement.

The grant of stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options shall vest annually in equal amounts over two years from May 28, 2025, subject to continued service as an officer on the applicable vesting dates. The stock options were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan. The shares of restricted common stock vest as follows: 10,000 shares shall vest on May 28, 2026; 30,000 shares shall vest in equal increments annually over three years with the first vesting date on May 28, 2026; and 48,913 shares in lieu of cash for prior work are fully vested, subject to continued service as a director as of each applicable vesting date and subject to execution of the Issuer's standard Restricted Stock Agreement.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock were granted under the Issuer's Amended and Restated 2025 Equity Incentive Plan. The shares of restricted common stock vest as follows: 10,000 shares shall vest on May 28, 2026; 30,000 shares shall vest in equal increments annually over three years with the first vesting date on May 28, 2026; 9,166 shares for prior work shall vest on May 28, 2026; and 49,818 shares in lieu of cash for prior work are fully vested, subject to continued service as a director as of each applicable vesting date and subject to execution of the Issuer's standard Restricted Stock Agreement.

The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions ranging from $4.19 to $4.23, inclusive. The reporting person undertakes to provide to Beeline Holdings, Inc., any security holder of Beeline Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the preceding sentence.

Represents a bona fide gift of 9,000 shares of the Issuer's common stock made by the reporting person to his son.

Represents (i) shares held by a trust of which the reporting person is trustee and (ii) shares held by members of the reporting person's immediate family which are deemed to be indirectly beneficially owned by the reporting person following the gifts as reported herein. See footnotes (1) through (3).

Represents a bona fide gift of 12,343 shares of the Issuer's common stock made by the reporting person to his son.

Represents (i) shares held by a trust of which the reporting person is trustee and (ii) shares held by members of the reporting person's immediate family which are deemed to be indirectly beneficially owned by the reporting person following the gifts as reported herein. See footnotes (1) through (3).

Represents a bona fide gift of 11,750 shares of common stock of Beeline Holdings, Inc. (the "Issuer") made by the reporting person to his son.

Represents (i) shares held by a trust of which the reporting person is trustee and (ii) shares held by members of the reporting person's immediate family which are deemed to be indirectly beneficially owned by the reporting person following the gifts as reported herein. See footnotes (1) through (3).

The amount beneficially owned will not reconcile to prior Form 4s since due to a scriveners error they missed 10 additional shares of common stock owned by the reporting person prior to becoming a director of the Issuer.

The amount beneficially owned will not reconcile to prior Form 4s since due to a scriveners error they missed 10 additional shares of common stock owned by the reporting person prior to becoming a director of the Issuer.

The amount beneficially owned will not reconcile to prior Form 4s since due to a scriveners error they missed 10 additional shares of common stock owned by the reporting person prior to becoming a director of the Issuer.

The amount beneficially owned will not reconcile to prior Form 4s since due to a scriveners error they missed 10 additional shares of common stock owned by the reporting person prior to becoming a director of the Issuer.

The amount beneficially owned will not reconcile to prior Form 4s since due to a scriveners error they missed 10 additional shares of common stock owned by the reporting person prior to becoming a director of the Issuer.

The amount beneficially owned will not reconcile to prior Form 4s since due to a scriveners error they missed 10 additional shares of common stock owned by the reporting person prior to becoming a director of the Issuer.

The amount beneficially owned will not reconcile to prior Form 4s since due to a scriveners error they missed 10 additional shares of common stock owned by the reporting person prior to becoming a director of the Issuer.

The amount beneficially owned will not reconcile to prior Form 4s since due to a scriveners error they missed 10 additional shares of common stock owned by the reporting person prior to becoming a director of the Issuer.

The amount beneficially owned will not reconcile to prior Form 4s since due to a scriveners error they missed 10 additional shares of common stock owned by the reporting person prior to becoming a director of the Issuer.