Beeline Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

BEELINE HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Beeline Holdings, Inc.

188 Valley Street, Suite 225,

Providence, RI, 02909

888-810-5760

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON August 17, 2026

To the Stockholders of Beeline Holdings, Inc.:

We are pleased to invite you to attend our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held at 11:00 a.m., Eastern Time on August 17, 2026, virtually via audio conference call. No in-person meeting will be held.

The Annual Meeting is being held to consider and vote on the following proposals:

1.Election of Directors Proposal – To elect five directors to the Board of Directors;

2.Auditor Ratification Proposal – To ratify the selection of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.Equity Line of Credit Proposal — To approve potential future amendments or modifications to the provisions of the Company’s Equity Line of Credit, or ELOC, which the Company and the Purchaser may adopt, including amendments or modifications to the pricing per share thereunder, other than the maximum total dollar amount of sales thereunder which shall remain $20 million; and

4.Adjournment Proposal – To approve an adjournment of the 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 Annual Meeting.

Note: Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Board of Directors has fixed the close of business on June 18, 2026 as the record date for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

In accordance with rules of the Securities and Exchange Commission, instead of mailing printed copies of our proxy materials to each stockholder of record, we are furnishing the proxy materials for the Annual Meeting by providing access to these documents on the Internet. A notice of Internet availability of proxy materials (the “Notice”) is being mailed to our stockholders on or about July 2, 2026. The Notice contains instructions for accessing and reviewing our proxy materials and submitting a proxy over the Internet. Our proxy materials were made available at www.BLNE.vote on the date that we first mailed or delivered the Notice. The Notice also contains instructions on how to request our proxy materials in printed form or by e-mail, at no charge. The Notice contains a control number that you will need to submit a proxy to vote your shares. We encourage stockholders to access our proxy materials electronically to reduce our impact on the environment.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

to Be Held on August 17, 2026

The Notice, Proxy Statement and 2025 Annual Report on Form 10-K are available atwww.BLNE.vote.

This year, our Annual Meeting will be accessible exclusively via live audio conference call. No in-person meeting will be held. You can attend our Annual Meeting by joining the audio conference call. The Annual Meeting will be conducted via an audio conference call and not in person. To be admitted to the Annual Meeting, you must have the control number found on your proxy card or voting instruction form. We have adopted an audio conference format for our Annual Meeting, which allows us to make participation accessible for stockholders from any geographic location with phone connectivity.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS APPROVE EACH OF THE PROPOSALS LISTED ABOVE.

Whether or not you expect to participate in the Annual Meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option.

Your vote is important, so please act today.

By the Order of the Board of Directors:

/s/ Nicholas R. Liuzza, Jr.

Chief Executive Officer; Chairman of the Board

July 2, 2026

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Beeline Holdings, Inc.

188 Valley Street, Suite 225,

Providence, RI, 02909

888-810-5760

2026 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

This Proxy Statement is being made available to the holders of shares of the voting stock of Beeline Holdings, Inc., a Delaware corporation (“Beeline” or the “Company”) in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the 2026 Annual Meeting of Stockholders of Beeline (the “Annual Meeting”) to be held at 11:00 a.m. Eastern Time on August 17, 2026. The Annual Meeting will be a virtual meeting conducted via an audio conference call and no in-person meeting will be held. To attend the Annual Meeting, vote your shares, and submit your questions during the Annual Meeting, dial 1-877-407-3088 and present your unique 12-digit control number. The Notice of Internet availability of proxy materials is first being mailed to our stockholders on or about July 2, 2026.