BLNE 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Beeline’sthe Company’s Business

Risks Related to Beeline’s Operations and Financial Results

Risks Related to Beeline’s Debt and Warehouse Credit Lines

Risks Related to Beeline’s Products, Technology, and Intellectual Property

Financial Risks Related to the Company

The Company has limited capital and substantial accumulated deficit as of the date of this Report. We do not have sufficient working capital and cash flows for continued operations for at least the next 12 months, which raises a risk of our potential inability to continue as a going concern. Our continued existence is dependent upon our obtaining the necessary capital to meet our expenditures, and we can provide no assurance that we will be able to raise adequate capital to meet our future working capital needs. As of December 31, 2025, we had working capital of approximately $3.0 million, which management believes is enough working capital for the 12-months ending March 31, 2027.

We have a history of continued operating losses, and we may not become profitable in future periods. In addition, Old Beeline commenced operations in 2020, has a limited operating history and has generated substantial ongoing losses since inception. Our expenses in 2024 include $3.2 million in salaries and benefits, $1.0 million in general and administrative expenses and $1.1 million in professional fees. We expect to incur losses and experience negative cash flows from operations for themost foreseeableof future.2026. If we cannot achieve positive cash flow from operations or net income, we will need to raise additional capital, which we may not be able to do on favorable terms, if at all. Our ongoing losses raise substantial uncertainty about its future profitability and success.

Risks Related to Beeline’sthe Mortgage Lending Business

Because the BeelineCompany depends on third party partners and vendors to maintain and grow its business, the loss of some or all of these third parties may have a material adverse effect on its results of operations.

To grow its customer base and business Beeline the Company relies on relationships with third-party partnerships and other commercial vendors, including services to help Beelineit close loans and forbuy capitalits marketsloans. analytics.The BeelineCompany also requires the use of such third-party partnerships and vendors to engage and attract customers and originate mortgages. If Beelinethe Company is unable to grow its third-party partners and relationships with vendors, it may be unable to grow its business. Further, if Beeline’sthe Company’s current third-party partnerships and vendors were to stop providing services to it on acceptable terms or at all, or if Beeline’sits commercial partners were to terminate their relationships with it, Beelinethe Company may be unable to procure alternatives in a timely and efficient manner and on acceptable terms, or at all. BeelineThe Company may incur significant costs to resolve any such disruptions in services or the loss of commercial partnerships, and this could materially and adversely affect its business, financial condition, and results of operations. Further, any loss of third-party partnerships and vendors may decrease the Beeline’sCompany’s customer base or inhibit its ability to gain new customers and disrupt its existing business operations. Beeline’sThe Company’s third-party partners and vendors may also choose to cease doing business with it and instead do business with its competitors.

BeelineThe Company is also subject to regulatory risks associated with all of the above relationships, including changes in law or interpretations of law that could result in increased scrutiny of these relationships, require restructuring of these relationships, and/or diminish the value of these relationships.

If the BeelineCompany loses the services of the vendorvendors that providesprovide it with loan origination or customer relationship management software, its short-term results of operations will be materially and adversely affected.

BeelineThe Company licenses loan origination software and customer relationship management software from privately-held third-parties. If those parties were to cease providing platform services to Beeline,the BeelineCompany, it would be required to obtain software from another party, which could be on more expensive terms. Further, the integration of another loan origination software product would entail technical challenges and expenses and generally be disruptive to operations. If Beelinethe Company was cut off without notice, such disruption could also negatively impact borrowers with loans at various points of the process. This could lead to liability tofor Beelinethe Company if borrowers end up with financial loss. As a result, our short-term results of operations would be materially and adversely affected.

Because the BeelineCompany depends on its ability to sell loans and MSRs in the secondary market to a limited number of loan purchasers and to secondary market participants for each relevant product, its ability to originate loans and offer related mortgage service rights would be materially and adversely affected, if its ability to sell loans and mortgage service rights became impaired.

Beeline’sThe Company’s business depends on its ability to sell its loan production to third party investors. Its ability to sell and the prices it receives for its loans vary from time-to-time and may be materially adversely affected by several factors, including, without limitation: (i) an increase in the number of similar loans available for sale; (ii) conditions in the loan securitization market or in the secondary market for loans in general or for its loans in particular, which could make its loans less desirable to potential purchasers; (iii) defaults under loans in general; (iv) loan-level pricing adjustments imposed by investors and Fannie Mae and Freddie Mac (together, the “GSEs”), including adjustments for the purchase of loans in forbearance or refinancing loans; (v) the types and volume of loans being originated or sold by Beelinethe Company; (vi) the level and volatility of interest rates; and (vii) unease in the banking industry caused by, among other things, recent bank failures. An inability to sell or a decrease in the prices paid to Beelinethe Company upon sale of its loans and MSRs would be detrimental to its business, as Beelineit is dependent on the cash generated from such sales to fund its future loan production and repay borrowings under its warehouse lines of credit. If Beelinethe Company lacks liquidity to continue to fund future loans, its revenues from new loan originations would be materially and adversely affected, which in turn would materially and adversely affect its potential to achieve profitability.

Substantially all of Beeline’s the Company’s loan production and related MSRs are sold to a limited number of purchasers in the secondary market. If any of those buyers decide to not purchase loans from Beelinethe Company going forward, it would have a materially adverse impact on Beeline’sits operations and ability to originate new loans and generate revenue.

Because the BeelineCompany relies on the secondary mortgage market for loan sales, an economic downturn or other adverse market trends or developments could halt or limit its ability to sell its loans and lend money to future borrowers.

Beeline’sThe Company’s business operations depend on selling loans to a limited pool of purchasers in the secondary mortgage market, including secondary mortgage market participants and investors. Its business model requires it to sell its loans on the secondary mortgage market to replenish its lending funding and to help shift lending risks.

Demand in the secondary market for home loans and Beeline’sthe Company’s ability to sell the loans that it produces depend on many factors that are beyond its control, including general economic conditions and the threat of a recession, prevailing interest rates, a major war affecting the United States, the willingness of lenders to provide funding for and purchase home loans, the risk of another pandemic like COVID-19, and changes in regulatory requirements. The current conflict with Iran is causing sharp rises in the cost of Beeline’soil and gas as well as other commodities. If it continues or if the consequences of the bombing lead to higher costs and inflation, interest rates may rise. The Company’s inability to make new loans and sell the loans that it produces in the secondary market in a timely manner and on favorable terms would materially and adversely affect its business. In particular, market fluctuations may alter the types of loans and other products that it is able to originate and sell. For example, higher mortgage rates following the U.S. Federal Reserve’s rate hikes to combat inflation have, and may continue to have,had an adverse impact on demand for new mortgage originations because existing homebuyers are hesitant to move or give up their current low interest rate loan in the event ofif a refinancing.new mortgage is needed. The higher cost of home ownership adversely impacts move-up, new homebuyers and refinancings, which trend adversely affects and may continue to adversely affect our business. In addition, it is unclear how recent governmental actions or the threats of certain actions, such as tariffs, reductions of governmental employees and spending, tax reform, and actions taken to address the debt ceiling and deficit, will impact the U.S. economy and the residential real estate market. Any uncertainty or deterioration in market conditions that leads to a decrease in loan originations would likely have an adverse effect on our operating results and financial condition. Lower loan origination volumes in the industry also generally place downward pressure on margins, thus compounding the effect of the deteriorating market conditions. If it is not possible or economical for Beelinethe Company to continue originating and selling its loans in the secondary mortgage market, Beeline’sits business, financial condition, and results of operations, could be materially and adversely affected. Further, volatility from changes in prevailing interest rates can adversely affect the value of our MSR portfolio and servicing revenue and changes in the value, or inaccuracies in the estimates of their value, could adversely affect our financial condition and liquidity.

Because we are required to comply with many financial, legal, and regulatory laws and regulations, its failure to comply with all of the applicable laws and regulations could result in large fines, suspensions of its licenses to make loans in one or more states and could otherwise have a material adverse effect on Beeline.the Company.

Beeline’sThe Company’s business operations require it to comply with numerous state and federal laws and regulations applicable to the mortgage loan industry. See “Business-Government Regulations Affecting Beeline” earlier in this Report for a description of certain of the laws and regulations to which Beeline the Company and its operations are subject. While we currently have compliance and risk management policies for maintaining compliance with such laws and regulations, we cannot assure you that such policies are perfect or will guarantee full compliance. Any failure in our current compliance and risk management policies may subject us to regulatory or legal proceedings and financial penalties, which may negatively impact us and our financial condition and results of operations and divert our management’s attention from its business. Further, the legal and regulatory scheme is always subject to change, and we may be unable to timely comply with new laws and regulations applicable to our business.

OurWe mortgageface business faces intense competition that could materially and adversely affect it if it cannot adequately address competitive challenges.

Competition in the mortgage lending industry is intense and is dominated by major national and regional banks as well as local banks and large non-depository lending institutions. In addition, the mortgage and other consumer lending business is highly fragmented and dominated by legacy players. Some of Beeline’s the Company’s competitors have better name recognition and greater financial and other resources than it does (including access to capital). Other competitors, such as correspondent lenders who produce loans using their own funds, may have more operational flexibility in approving loans. Commercial banks and savings institutions may also have significantly greater access to potential customers, given their deposit-taking and other banking functions and locations near potential borrowers.

Also, some of these competitors are less reliant than we are on the sale of mortgage loans into the secondary markets to maintain their liquidity and may be able to participate in government programs that Beelinethe Company is unable to participate, all of which may place us at a competitive disadvantage. Additionally, Beeline the Company operates at a competitive disadvantage when compared to U.S. federal banks and thrifts and their subsidiaries because, such other industry participants enjoy federal preemption from compliance with state law and, as a result, conduct their business under relatively uniform U.S. federal rules and standards and are generally not subject to the mortgage-related laws of the states in which they do business. Unlike its federally chartered competitors, Beelinethe Company is generally subject to all state and local laws applicable to lenders in each jurisdiction in which it operates, and such regulatory changes may increase Beeline’sits costs or limit its activities, such as more restrictive licensing, disclosure, or fee-related laws, or laws that may impose conditions to licensing that it or its personnel are unable to meet. To compete effectively, Beelinethe Company must have a very high level of operational, technological, and managerial expertise, as well as access to capital at a competitive cost.

Loans originated outside of Fannie Mae or Freddie Mac guidelines, or the guidelines of the Federal Housing Authority (“FHA”) or Veterans Administration (“VA”) (“non-conforming loans”), are sold to private investors and other entities. Approximately 59% 73% of Beeline’sthe Company’s loans in 2024 2025 were non-conformingnon-QM loans, specifically non-qualified mortgage loans (“Non-QM loans”).loans. If Beelinethe Company is unable to sell such loans to private investors, it may be required to hold such loans for an extended period, which exacerbates working capital needs. For these loans, a customer’s ability to repay may be adversely impacted by numerous factors, including a healthcare event of the borrower, a change in the borrower’s financial condition, or other negative local or more general economic conditions. Deterioration in a customer’s financial condition and prospects may be accompanied by deterioration in the value of the collateral. These risks will increase in prevalence and impact if general economic conditions deteriorate in the U.S., such as due to a recession.

In addition, some loans that Beeline the Company produces that it believes will be conforming loans may not meet Fannie Mae or Freddie Mac guidelines, or the guidelines of the FHA or VA, in which case Beelineit would be subject to a high degree of business and financial risk.

Because we rely on highly-skilled personnel with knowledge of the mortgage industry, the loss of key personnel which may negatively impact itsthe business.Company.

Our future success depends on its ability to attract, hire, train, and retain a number of highly skilled employees and management that have knowledge of the mortgage industry. The loss of the services of our Chief Executive Officer, Nicholas Liuzza, Jr., Old Beeline’sour Chief Operating Officer, Jessica Kennedy, Esq., or other key employees could cause substantial disruption to our business operations, which would adversely affect its business. Competition for qualified employees in the mortgage industry remains high, and we may fail to attract or retain the employees necessary to execute its business model successfully. Further, as a smaller company with a limited operating history, we rely on a smaller workforce, particularly in its accounting, legal, and compliance departments, which places us at a disadvantage in attracting and retaining experienced talent.

We use automated underwriting engines from the GSEs to assist us in determining if a loan applicant is creditworthy, as well as other proprietary and third-party tools and safeguards to detect and prevent fraud. We are unable, however, to prevent every instance of fraud that may be engaged in by our customers or staff, and any seller, real estate broker, notary, settlement agent, appraiser, title agent or third-party originator that misrepresents facts about a loan, including the information contained in the loan application, property valuation, title information and employment and income stated on the loan application. If any of this information was misrepresented and such misrepresentation was not detected prior to the acquisition or closing of the loan, the value of the loan could be significantly lower than expected, resulting in a loan being approved in circumstances where it would not have been, had Beelinethe Company been provided with accurate data. These loans can materially and adversely affect our operations by reducing our available capital to underwrite new loans. A loan subject to a material misrepresentation is typically unsalable or subject to repurchase if it is sold before detection of the misrepresentation. In addition, the persons and entities making a misrepresentation are often difficult to locate and it is often difficult to collect from them any monetary losses we may suffer.

We market our services through advertising on search engines, social media platforms, and other online sources, and if we fail to drive traffic through our marketing marketing, we may have to spend more to drive traffic and improve our search results, any of which could materially and adversely affect our business operations.

Currently a substantial majority of our advertising is spent with Google. If Google were to materially increase its prices, we may be unable to replace Google and sustain materially increased costs. We face several challenges to our ability to maintain and increase the number of visitors directed to our website. Our competitors may increase their online marketing efforts and outbid us for placement for search terms on various search engines, resulting in their websites receiving a higher search result page ranking than us. Additionally, internet search engines could revise their methodologies in a way that would adversely affect the prominence of our search results rankings. If our relationships with internet search engines such as Google deteriorate or are terminated, if the internet search engines modify their their search algorithms in ways that are detrimental to us, or if our competitors’ marketing or promotional efforts are more successful than ours, overall growth in our customer base could slow or our customer base could decline.decline, which would have a material adverse effect on our business. As disclosed above, in 2025 Google advertising accounted for approximately 49.5% of total leads and LendingTree accounted for approximately 8.4% of total leads, and the concentration of a majority our leads from just two providers presents the potential to amplify this risk.

Regulatory changes may also require search engines, social media platforms and other online sources to adjust their outreach techniques and algorithms, which may negatively impact the effectiveness of these platforms. For instance, in 2019, the U.S. Department of Justice,Justice entered into a settlement agreement with Meta that required Meta to replace the software used in Facebook for housing ads, as a result of claims that the software allowed advertisers to discriminate based on protected characteristics such as race, national origin, religion, sex, family status and disability. As a result, platforms using similar software found it necessary to replace their advertising systems. Additionally, in the event the CFPB takes a more stringent and aggressive interpretation of laws governing Beeline’s interaction with lead aggregators, including RESPA, it could result in a material reduction in the availability of leads from such sources, increased costs, and increased regulatory risk.

NewTCPA regulations TCPAincluding regulationsthose which took effect in 2025 will continue to impact our compliance costs and subject us to new regulatory and legal risks for noncompliance

Effective January 2025, the FCC’s new rule under the TCPA requires explicit, one-to-one consent for any form of communication involving messaging or calling between a business and consumer. In April 2025, the FCC isimposed imposing newadditional text and call opt-out rules, requiring companies who utilize robocalls and robotexts to broaden the standard terms consumers can use to revoke consent and treat natural language revocation requests beyond the standard opt-out terms as valid opt-out requests. Further, all reasonable opt-out requests must now be complied with within a reasonable time frame, which is generally considered as 10 business days. Both newof these rules and any further rules that be adopted in the future but he FCC or other applicable regulators may require us to modify our consent and opt-out processes and policies relating relating to outreach to consumers for marketing, sales, and customer service. The failure to comply with the new TCPA and related rules adopted thereunder could result in fines between $500 to $1,500 per violation. If we fail to comply with the rules, it may be subject to legal and regulatory fines, which may negatively impact its financial condition and results of operations.

If the United States again experiences rising mortgage interest rates, it may continue tocould negatively impact Beeline’sthe Company’s business and loan origination volumes, and the negative impact could intensifyresult in thea futurematerial particularlyadverse ifeffect anon economicour downturnoperating orresults recessionand results.our financial condition.

TheUntil the effectrecent ofconflict with Iran, predictions were that the increasedFederal mortgage ratesReserve wasmay to reduce loan volume, margins, revenue, and profitability in the mortgage origination industry, including in our business. Following the September decrease, Beeline experienced its best origination month in terms of units closed since March of 2022 and best origination month in terms of volume since October 2021. While some industry participants are predicting thatcut interest rates couldbetween decline furtherone to three times in 2025,2026. As suchof March 23, 2026, there were predictions couldthat provethe Federal Reserve will increase rates to becombat incorrect,the andspike in anyinflation. caseAs offer no assurancea result of returningthis current conflict, we cannot assure you that we will return to pre-2021 loan origination volumes. An increase in interest rates may cause a reduction in demand for our offerings and/or increased delinquency default and foreclosure, which may adversely affect our business by increasing our expenses and reducing the number of mortgage service fees that are collected. Furthermore, interest rates depend on action taken by the Federal Reserve, which in turn depends on the current state of inflation and and the U.S. economy.economy as well as politics. The recent impositions of tariffs by the U.S. and any retaliatory actions by foreign countries could contribute to higher inflation and reduced economic activity for a prolonged period of time, thereby delaying any rate reductions or potentially resulting in rate increases in the future, as well as reduced demand for mortgages. Further, to the extent the U.S. federal government issues refunds on previously paid tariffs that were struck down by the U.S. Supreme Court in February 2026, the payment of such refunds could further contribute to inflationary pressures. If mortgage interest rates rise, fewer individuals may pursue home ownership or refinance, and the decreased profitability and loan originations will negatively impact Beeline’sthe Company’s business operations, operating results and financial condition.

In addition, higher interest rates come with an increased probability for an economic downturn or recession by making it more difficult for businesses to borrow money and individuals to maintain employment. Contributing further to an increased probability for a recession or economic downturn in the U.S. in the near term are recent and threatened tariffs,tariffs and uncertainty surrounding such actions, trade wars, geopolitical conflicts, increased unemployment including due to widescale layoffs and staff reductions in the federal government, and volatility and declines in the stock market, any or all of which could cause the U.S. economy to experience a significant decline including a reduction in consumer sentiment and spending. Future economic downturns and recessions may negatively impact the real estate market and the demand for our services, which in turn would have a material adverse effect on its business and operating results. Because of the high purchase prices for homes relative to other items that may be purchased in the market, the real estate market tends to be particularly hard hit during economic downturns or recessions, and we cannot predict the impact such an event could have on us or the industry in the future.

A majority of the Company’s loan originations have been Non-QM loans. Non-QM loans are not underwritten in accordance with guidelines defined by the GSEs, as well as additional requirements in some cases, designed to predict a borrower’s ability and willingness to repay. Non-QM loans typically involve persons who do not derive their income from traditional employment. The Company’s Non-QM loans are primarily DSCR loans, where the income calculation is derived from the rental income on the subject property. Accordingly, there may be more risk of non-payment, especially if the real estate rental market collapses and rents decrease or rental vacancies increase. The QM loans Beelinethe Company originates are subject to underwriting requirements set by the GSEs and aggregators who purchase QM loans. There could be default risk on these loans, which for example would increase if there are macroeconomic or geopolitical conditions that cause unemployment to increase or home values to decrease.

Risks Related to Our Debt and Warehouse Credit Lines

Old Beeline has incurred in theWe past, and we expect to incur in the future, a high level of indebtedness to finance operations. We may be unable to timely repay our debt in accordance with the terms of the debt, which could lead to legal proceedings being instituted against our subsidiary. In particular, we engage in warehouse borrowing to provide the capital to originate loans. Warehouse lending is essentially a line of credit issued by a lender that permits us to borrow funds on a short-term basis. We use the warehouse loanloans to originate loans which we resell on the secondary secondary market and then use the proceeds of the sale to reduce the line of credit as well as provide working capital.

The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’s perspective andof shouldBeeline beHoldings, readInc. inwhich conjunctionwe withrefer to herein as “Beeline” or the consolidated financial statements and notes thereto included in Part II, Item 8 of this Report.“Company”. Our objective is to provide discussion of events and uncertainties known to management that are reasonably likely to cause the reported financial information not to be indicative of future operating results or of future financial condition and to also offer information that provides an understanding of our financial condition, cash flows and results of operations. This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.

Beeline Loans, Beeline isTitle Holdings, Beeline Labs, and their subsidiaries, operate a full servicefull-service, direct-to-consumer digital mortgage lender specializing in conventional conforming and non-conforming residential first-lien mortgagesmortgages, a title provider offering title, escrow, and closing services, and providing title services. Beeline also has an emerging business in anonymized data sales anda technology licensing. platform licensing a proprietary software-as-a-service (“SaaS”) product.

Beeline’sThe Company’s performance is influenced by several key factors, including fluctuations in interest rates, economic conditions, housing supply, technological advancements, and its ability to acquire and retain customers. Interest rate changes have a direct impact on mortgage loan refinancing and overall mortgage loan volume. In a declining interest rate environment, refinancing activity typically increases, whereas rising interest rates tend to reduce refinancing and home purchase transactions. However, higher rates can also drive demand for cash-out refinancings and home equity loans. Following a prolonged period of historically low rates, interest rates began to rise in April 2021 due to inflation, increases in the federal funds rate, and other monetary policies. This upward trend, which continued through 2023,November 2023 and resulted in higher interest rates which remain at elevated levels as of the date of this Report, significantly reduced reduced mortgage market activity and the pool of borrowers who could benefit from refinancing. Additionally, higher rates discourage homebuyers homebuyers from entering the market and lead to a more competitive lending environment, compressing margins and reducing origination volumes.

The broader economic environment plays a crucial role in mortgage lending activity. Interest rate movements, employment trends, home price appreciation, and consumer confidence all affect mortgage origination volumes. Typically, home sales peak in the second and third quarters, but in 2022 and 2023, rising interest rates and ongoing housing supply constraints disrupted these seasonal trends. Despite steady consumer demand for credit, high interest rates and economic uncertainty may cause borrowers to delay financing decisions, leading to fluctuations in Beeline’sthe Company’s revenue and financial performance.

Limited housing supply has constrained home purchase activity. Rising interest rates have further exacerbated this issue by increasing home prices,financing costs, reducing affordability, and discouraging transactions. However, Beelinethe Company believes that persistent imbalances between supply and demand will ultimately drive greater home construction, expanding housing inventory and stimulating future mortgage activity.

Beeline’sThe Company’s ability to attract and retain customers depends on delivering a seamless and competitive digital mortgage experience. The shift toward digital transactions, accelerated by the COVID-19 pandemic, has increased consumer willingness to engage in high-value online purchases, including mortgage applications. Beeline’sThe Company’s platform is designed to provide a convenient and efficient digital experience, positioning it favorably against traditional mortgage origination methods. With Millennial and Generation Z homeownership rates interest on the rise, Beeline the Company anticipates continued growth in demand for digital mortgage solutions.

Technological innovation remains central to Beeline’sthe Company’s strategy. Beeline’sThe Company’s proprietary technology enhances efficiency, reduces costs, and and improves loan processing quality. By automating key origination tasks,tasks Beelineand embracing task-based processing, the Company streamlines interactions for consumers, employees, and partners. Its intuitive digital interface minimizes reliance on paper applications and manual processes, enabling faster and more efficient loan transactions. Continued investment in automation and technology development will further reduce reducemortgage production costs and enhance customer acquisition efforts.

Customer acquisition is another critical component of Beeline’sthe Company’s success. BeelineThe Company aims to expand its reach while providing a highly personalized personalized digital experience. If traditional customer acquisition methods prove insufficient, especially in challenging market conditions, the Beeline Company may need to invest additional resources in sales and marketing to maintain growth. Increased digital marketing expenditures could elevate service costs, making it essential to balance customer acquisition efforts with cost efficiency.

In the ordinary course of Beeline’sthe Company’s operations, it finances the majority of its loan volume on a short-term basis, typically less than 10 days, mainly utilizing athree warehouse linelines of credit with a combined borrowing capacity of $5.0$25.0 million. The repayments of the Beeline’sCompany’s borrowings come from the revenue generated by selling its loans to a network of purchasers.institutional investors.

In 2024, Beelinethe Company made significant investments in its platform to leverage mortgage origination opportunities, despite overall lower volumes volumes compared to 2020 and 2021 due to fluctuating interest rates. In the fourth quarter,quarter of 2025, a temporary decline in the 10-year Treasury rate drove a notable increase in loan originations, reinforcing ourthe Company’s belief that interest rates, housing supply, and affordability will remain key factors influencing future volume. Additionally, Beelinethe hasCompany expandedis expanding its focus on its B2B SaaS strategy, which is also subject to macroeconomic conditions.

To measure operational efficiency and growth, wethe trackCompany tracks a range of performance metrics in ourits lending and title businesses, including production production data. Beeline Loans, the principal operating subsidiary of Beeline,the Company, uses data to track margin and net gain-on-sale of loans revenue. The title companies use data to track per file revenue. BeelineThe Company uses industry tools to benchmark its margin and note rates against the broader mortgage origination market. WeThe Company also evaluateevaluates key business drivers for Beelineits subsidiaries, such as Beeline Labs,subsidiaries by monitoring originations, revenue,margin, unit sales, and SaaS (B2B)pull growth potential.through. Additionally, wethe assessCompany assesses customer acquisition costs and profitabilityrevenue per loan to optimize financial performance. These key indicators help gauge progress toward our strategic and long-term growth objectives.

The Merger was structured and accounted for as a business combination with Eastsidethe Company as the acquirer of 100% of the controlling equity interests of Beeline Financial and its subsidiaries. The Company’s consolidated financial statements for the year ended December 31, 2024 include Beeline’s results of operations from October 8, 2024 through December 31, 2024. The Company’s consolidated financial statements reflect the final purchase accounting adjustments in accordance with ASC 805, Business Combinations, whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Due to the Merger, management believes that the consolidated results of operations for 20242025 are not directly comparable to those of 2023,2024, as the prior year primarily reflects the performance of Bridgetownthe Spirits.corporate segment and Beeline Financial’s results for the period October 8, 2024 to December 31, 2024.

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. As a result of the merger, the statement of operations hasor beencash restructured to represent the new consolidation of both businesses and is reflected for 2023. The 2023 consolidated balance sheet and statement of operations have been reclassified to retrospectively present discontinued operations.flows.

For the yearyears ended December 31, 2025 and 2024, net loss from continuing operations increasedwas to $6.2$22.7 million fromand $4.8$2.4 millionmillion, for the year ended December 31, 2023,respectively, reflecting the inclusion of Beeline’s results of operations fromfor the period October 8, 2024 through December 31, 2024, as well as an impairment loss related to spirits and increased professional fees.2025.

Interest Expense.expense. Interest expense, exclusive of the warehouse linelines of credit, was $2.2$2.3 million and $1.1$2.2 million for the years ended December December 31, 20242025 and 2023,2024, respectively, primarily related to the amortization of debt and warrant related expenses.expenses and interest on debt.

Gain (Loss) on extinguishment of debt. GainLoss on extinguishment of debt was $0.6 million for the year ended December 31, 2025 primarily related to the exchange of the Company’s 530,000 shares of its Bridgetown Spirits common stock for the satisfaction of outstanding amounts payable by the Company to the buyers of Bridgetown Spirits. Gain on extinguishment of debt was $0.6 million for the year ended December 31, 2024 related to prior invoiced amounts billed for services, late fees and adjustments from a legal firm that provided the Company services under an engagement letter predating 2021.

ImpairmentPreferred loss.stock Impairmentdividends. lossPreferred wasstock $3.4dividends millionwere and $0.4$0.2 million for each of the years ended December 31, 20242025 and 2023,2024, respectively, related torepresenting the writeSeries downB preferred stock dividend of certain6% assetsper in the Spirits business.annum.

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements statements regarding our expectations for prospective future growth, operating results and financial condition, potential future trends and developments within our industry and the U.S. economy generally, expectations and plans with respect to our products and services including the potential market for, timing, features, and demand for such products and services, our expectations and plans for our technology following our acquisition and integration of the remaining outstanding equity interest in MagicBlocks, our planned acquisition of TYTL Corp, Inc. (“TYTL”) and the perceived or potential benefits of such a transaction if it closes, prospective future fractional sale of home real estate transactions, and liquidity and sources of capital. 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,” “designed,” and similar words. We have based these forward-looking statements statements largely on our current expectations and assumptions regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, results of operations, and financial position. 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 without limitation, the possibility that estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, central bank interest rates and future interest rate changes, the risks arising from the impact of affordability, inflation, tariffs, the war in the Middle East, the deterioration of the labor market of the United States, a recession which may result on the Company’s business, prospective customers, and on the national and global economy, our need for additional capital to meet future goals and milestone targets, our ability to attract homeowners to our products and services, our ability to comply with applicable regulatory requirements and new regulations and developments that may arise including the potential for regulatory changes regarding cryptocurrency and digital assets, artificial intelligence, and other areas that impact and may in the future impact the Company’s business, the possibility that our expectations and perceived benefits with respect to strategic transactions, including our recent acquisition of the remaining outstanding equity interest in MagicBlocks and a potential acquisition of TYTL if that transaction closes, prove to be incorrect, risks with respect to integrating acquired businesses, our ability to negotiate and execute definitive agreements, satisfy closing conditions, obtain required approvals including stockholder approvals and an independent fairness opinion with respect to a potential transaction with TYTL and the possibility that actual transaction economics, ownership percentages and other material terms may differ from those contemplated by the Letter of Intent (“LOI”) with TYTL as negotiations and due diligence progress, and the ability of us and third parties on which we depend to comply with applicable regulatory requirements, the risk that software and technology infrastructure on which we depend fail to perform as designed or intended, and the Risk Factors contained in our Form 10-K filedfor Marchthe year ended December 31, 20262025 and prospectus supplement dated March 10, 2026. Any forward-looking statement made by us in this presentation 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.

As cryptocurrency adoption accelerates and becomes regulated by federal and state governments, we are positioning ourself as a leader in this fast-moving ecosystem, offering trusted infrastructure to help lenders scale into a future where crypto and compliance go hand-in-hand. Through our technology platform, we offer a fractional equity product in collaboration with our related party partner, TYTL Holdings, LLC (“TYTL”), whereby TYTL purchases the equity from homeowners seeking liquidity and funds such purchases from the sale of the cryptocurrency cryptocurrency tokens. We provide TYTL access to our platform through our subsidiary, BeelineEquity, and provide title and escrow services through Beeline Title Holdings. Other than providing our technology platform and title and escrow services, we are not involved in any cryptocurrency or other transactions of TYTL.

The ultimate impact of thegeopolitical warconflicts in the Middle East andEast, U.S. and foreign tariff actions implemented during 2024–2025,2026, asand subsequent wellmonetary asand subsequent fiscal policy developments and geopolitical conditions, remains uncertain. These factors have the potential to affect supply chains, energy markets, input costs, and pricing dynamics across certainnumerous sectors.industries. Although energy prices moderated during June 2026, renewed geopolitical tensions have contributed to continued volatility in oil markets, increasing uncertainty regarding future inflation trends.

Housing and other services-related costs have continued to be primary contributors to overallunderlying inflation during the first half of 2026 and continued to constrain residential mortgage originations. While shelter inflation has moderated from prior peak levels, housing affordability remains challenged by elevated home prices, limited housing inventory in many markets, and mortgage interest rates that remain well above historical averages. Higher financing costs have continued to suppress home purchase originations throughout 2025 and intorefinance 2026.activity. While month-over-month increases in housing moderated at times, year-over-year measures remained elevated relative to historical levels, reflecting the lagged effects of prior rent increases and ongoing supply constraints. Higher financing costs have further exacerbated affordability challenges and suppressed transaction volumes. However,Nevertheless, the Company believes that ongoing supply-demand imbalances mayand support increasedcontinued residential construction overactivity time, which couldmay improve housing inventory over time and contribute to future mortgage market activity.

For the period from October 1, 2025 through earlyJune May30, 2026, U.S. residential mortgage interest rates, as measured by the MORTGAGE30US series published by the Federal Reserve Bank of St. Louis, remained elevated butdespite trendedmoderating modestlyfrom lower.the highs experienced during 2025.

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on on the reported results of operations or cash flows. The operating results of Nimble Title Holdings, LLC and its subsidiaries, and Bridgetown Bridgetown Spirits Corp. have been classified as discontinued operations during the threesix months ended MarchJune 3130 2025.

Three and Six Months Ended MarchJune 31,30, 2026 Compared to the Three and Six Months Ended MarchJune 31,30, 2025

Gain on sale of loans, net increased $1.0$0.7 million, or 125%,64%, to $1.8 million for the three months ended MarchJune 31,30, 2026 compared to $0.8$1.1 million for the three months ended MarchJune 31,30, 20252025, and increased $1.7 million, or 89%, to $3.6 million for the six months ended June 30, 2026 compared to $1.9 million for the six months ended June 30, 2025. Both periods were driven by increased loan originations and loan pricing.

Loan origination fees increased $0.2 million, or 100%, to $0.4 million for the three months ended MarchJune 31,30, 2026 compared to $0.2 million for for the three months ended MarchJune 31,30, 20252025, and increased $0.5 million, or 167%, to $0.8 million for the six months ended June 30, 2026 compared to $0.3 million for the six months ended June 30, 2025, driven by increased loan originations. The quantity of loan originations increased by 160, 53, or 125%,28%, to 288240 for the three months ended MarchJune 31,30, 2026 compared to 128187 for the three months ended MarchJune 31,30, 2025, and increased by 213, or 68%, to 528 for the six months ended June 30, 2026 compared to 315 for the six months ended June 30, 2025.

Title fees increasedwere $0.1 million, or 33%, to $0.4 millionflat for the three months ended MarchJune 31,30, 2026 and 2025. Title fees increased $0.2 million, or 33%, to $0.8 million for the six months ended June 30, 2026 compared to $0.3$0.6 million for the three six months ended MarchJune 31,30, 2025 primarily driven by increased titlesettlement fees closings of 262 forduring the threesix months ended MarchJune 31,30, 2026 compared to 215 title closings for the three months ended March 31, 2025.2026.

Compensation, commissions and benefits increased $0.9 million, or 43%, to $3.0 million for the three months ended MarchJune 31,30, 2026 compared to $2.1 million for the three months ended MarchJune 31,30, 20252025, and increased $1.9 million, or 45%, to $6.1 million for the six months ended June 30, 2026 compared to $4.2 million for the six months ended June 30, 2025. Both periods were primarily driven by increased employee stock compensation expense of $0.6$0.8 million for the three months and $1.4 million for the six months, and related to our 2025 Equity Incentive Plan, which was adopted in October of 2025, and an increase in commissions reflective of higher loan originations.2025.

General and administrative expenses weredecreased $1.9$0.2 million, or 14%, to $1.2 million for both the three months ended MarchJune 31,30, 2026 compared to $1.4 million for the three months ended June 30, 2025, and 2025decreased $0.1 million, or 3%, to $3.1 million for the six months ended June 30, 2026 compared to $3.2 million for the six months ended June 30, 2025. Both periods were primarily driven by decreased professional fees offset by increased vendor and board of directors stock compensation expense of $0.2 million related to our 2025 Equity Incentive Plan, which was adopted in October of 2025 offset by decreased accounting fees of $0.1 million.2025.

Depreciation and amortization was $0.8 million for both the three months ended MarchJune 31,30, 2026 and 2025.2025, and $1.6 million and $1.7 million for the six months ended June 30, 2026 and 2025, respectively.

Marketing and advertising increased $0.5$0.3 million, or 100%,38%, to $1.0$1.1 million for the three months ended MarchJune 31,30, 2026 compared to $0.5$0.8 million for for the three months ended MarchJune 31,30, 20252025, and increased $0.9 million, or 69%, to $2.2 million for the six months ended June 30, 2026 compared to $1.3 million for the six months ended June 30, 2025. Both periods were primarily due to increased leads reflective of higher loan originations.

Other operating expenses increased $0.4$0.5 million, or 57%,100%, to $1.1$1.0 million for the three months ended MarchJune 31,30, 2026 compared to $0.7$0.5 million for the three months ended MarchJune 31,30, 20252025, and increased $0.9 million, or 82%, to $2.0 million for the six months ended June 30, 2026 compared to $1.1 million for the six months ended June 30, 2025. Both periods were primarily due to increased fees charged by investors of our loans, which is directly related to higher loan originations, and increased software service fees.

Interest expense, exclusive of the warehouse line of credit, was $0.4 million and $1.9 million for the three and six months ended MarchJune 31,30, 2025 related to interest on debt and the amortization of debt and warrant related expenses.expenses, respectively.

We calculate adjusted EBITDA as net income (loss) adjusted for the impact of interest expense, depreciation and amortization expense, (gain) loss on extinguishmentremeasurement of debt,previously held equity interest, net loss from discontinued operations, stock-based compensation expense, and other non-recurring or non-core operational expenses.

The following table presents a reconciliation of net income (loss) to adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 and 2025 2025 (unaudited):

Net cash used in operating activities of continuing operations increaseddecreased from $1.4$5.6 million for the threesix months ended MarchJune 31,30, 2025 to $3.6$1.5 million for the threesix months ended MarchJune 31,30, 2026 primarily due to changesincreased origination volume related to an increase availability of $25 million in workingour capital.warehouse lines of credit.

For the threesix months ended MarchJune 31,30, 2026 and 2025, net cash used in investing activities were flat at $0.1 million.flat.

For the threesix months ended MarchJune 31,30, 2026, net cash providedused byin financing activities of continuing operations was $2.5$0.1 million primarily from $1.6net repayments under the warehouse lines of credit of $4.1 million related to adding two warehouse lines of credit of $5.0 million each in October 2025, offset by $4.1 million raised from net equity transactions and borrowings of $0.9 million from the warehouse lines.transactions. For the threesix months ended March 31,June 30, 2025, net cash provided by financing activities of continuing operations was $1.8$10.9 million primarily from $15.8 million raised from equity transactions, offset by repayments of our$0.9 million of the warehouse line and $4.1 million of secured credit facilities.

Liquidity. Our Our primary sources of liquidity consist of cash and cash equivalents and equity offerings. Cash generation may fluctuate due to various various factors, including seasonality, timing of loan originations and repayments, market conditions, and our ability to execute strategic asset sales or dispositions. As of MayAugust 8,14, 2026, the Company had approximately $1.2$1.7 million in cash, including $0.9 million we raised subsequent to March 31, 2026cash as described below.

For the threesix months ended MarchJune 31,30, 2026, the Companywe sold 444,4442,114,575 shares of common stock for gross proceeds of $1.0$3.2 million under the ELOC Agreement. Subsequent to MarchJune 31,30, 2026, the Companywe further sold 300,000113,045 shares of common stock for gross proceeds of $0.6$0.1 million.

During threesix months ended MarchJune 31,30, 2026, the Companywe sold 163,112318,168 shares for gross proceeds of $0.5$0.8 million under an at the market offering. Subsequent Subsequent to MarchJune 31,30, 2026, the Companywe further sold 155,05636,087 shares of common stock for gross proceeds of $0.3 million.$37,912.

The CompanyWe doesdo not have sufficient cash resources to meet itsour working capital needs for the next 12 months. TheWe Companyexpect expectswe itneed needs to raise approximatelyat least $6 million to meet itsour internal cash requirements. The availability of additional financing will be largely dependent on our common stock price and liquidity as we utilize our ELOC and ATM Agreements as well as on our operating success, including including improved margins as well as operational improvements, which will be necessary to attract investors. However, there can be no assurance that the Companywe will be successful in securing the necessary capital on favorable terms, or at all. TheWe Company hashave no material off-balance sheet arrangements as of the date of this Report.

Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates estimates about the effects of matters that are inherently uncertain. The critical accounting policies and practices used by the Company in the consolidated financial statements for the threesix months ended MarchJune 31,30, 2026 relate to the policies and practices the Company uses to account for:

The Company receives a consulting fee related to certain agreed upon services provided to TYTL.TYTL , a related party. Revenue is recognized on a monthly basis basis as the services are performed. Other revenues also include fees received from a marketing partner.