Material Event (Form 8-K)

Item 8.01 Other Events.

On May 15, 2026, the Board of Directors (the "Board") of Beeline Holdings, Inc. (the "Company") formed a special committee of the Board (the "Special Committee") to evaluate and explore strategic opportunities that may be available to the Company, including a potential strategic transaction involving TTYL, a privately held company ("TTYL") with a blockchain-enabled platform focused on the tokenization of deed-recorded fractional equity interests in U.S. residential real estate as real-world assets.

The Special Committee was formed in light of the related-party nature of any potential transaction involving TTYL. Nicholas R. Liuzza, Jr. is the founder and principal shareholder of the Company and serves as the Company's Chief Executive Officer and is also the founder, principal shareholder and Chief Executive Officer of TTYL.

The Special Committee consists solely of independent and disinterested directors. The Board has granted the Special Committee authority to, among other things, review, evaluate, negotiate, approve or disapprove strategic opportunities, including any related-party transaction involving TTYL, and retain independent legal, financial and other advisors as the Special Committee deems appropriate to assist it in discharging its duties.

As of the date of this Current Report, no decision has been made to proceed with any transaction involving TTYL or any other strategic opportunity, and there can be no assurance that the Company will enter into any definitive agreement or consummate any transaction involving TTYL or any other strategic opportunity. The Company does not undertake any obligation to provide updates regarding the Special Committee's review or any potential transaction, except as required by applicable law.