Welcome to our dedicated page for Belpointe Prep SEC filings (Ticker: OZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Belpointe PREP, LLC (Belpointe OZ, NYSE American: OZ) is a publicly traded qualified opportunity fund that reports to the U.S. Securities and Exchange Commission through periodic and current filings. This SEC filings page brings together the company’s Forms 10-K, 10-Q, 8-K, proxy statements, and other disclosures so that investors can review the regulatory record behind its Opportunity Zone real estate strategy.
In its Form 8-K filings, Belpointe OZ has reported material definitive agreements related to mortgage and mezzanine loans secured by its flagship Aster & Links development in Sarasota, Florida, as well as loan extensions and new letter agreements tied to land in Nashville, Tennessee. Other 8-Ks describe purchase and sale agreements for properties such as the 900 8th Avenue South assemblage in Nashville and a letter agreement involving a development site at 100 Tokeneke Road in Darien, Connecticut, including put and call structures settled in Class A units.
The company’s proxy materials, including its definitive proxy statement on Schedule 14A, outline governance matters such as the election of directors, the role of different unit classes (Class A, Class B, and Class M), and the ratification of its independent registered public accounting firm. Additional 8-K filings summarize voting results from annual meetings and provide details on compliance with NYSE American continued listing standards.
Belpointe OZ also discusses net asset value (NAV) in its filings and press releases, explaining how NAV is calculated, how it differs from U.S. GAAP measures, and how changes in valuations of its real estate assets affect reported NAV per Class A unit. Investors can use this filings page to access the underlying documents that describe the company’s Opportunity Zone investments, capital structure, financing arrangements, and risk disclosures. AI-powered tools on the platform can help summarize lengthy filings, highlight key terms in 10-K and 10-Q reports, and surface insider and governance information disclosed on Forms 3, 4, and 5 where available.
Belpointe PREP, LLC filed an amended report to correct a scrivener’s error and fully restate details of a new financing arrangement. Through its indirect subsidiary BPOZ 100 Tokeneke Holding, LLC, the company made a $5,000,000 convertible loan to 100 Tokeneke Road, LLC on March 3, 2026.
The loan bears interest at 3.6% per annum and, unless converted, is due March 3, 2028. It is convertible at the lender’s discretion into Class A units of 100 Tokeneke Partners, LLC at a $14.50 conversion price per unit. Proceeds were applied to purchase real property at 100 Tokeneke Road in Darien, Connecticut.
Concurrently, a related party entity made a separate $3,250,000 convertible loan on similar terms, with $625,000 mandatorily converted post-closing into Class A units of Tokeneke Partners, resulting in the related party becoming a 50% beneficial owner. The company’s Conflicts Committee reviewed and approved both related-party transactions.
Belpointe PREP, LLC entered into a material financing arrangement tied to a real estate acquisition in Darien, Connecticut. Through its indirect subsidiary BPOZ 100 Tokeneke Holding, LLC, it provided a $5,000,000 convertible loan to 100 Tokeneke Road, LLC at 3.6% interest, evidenced by a convertible promissory note.
This note can be converted at Belpointe’s discretion into Class A units of 100 Tokeneke Partners, LLC at a conversion price of $14.50 per unit. Concurrently, a related party extended a separate $3,250,000 convertible loan on similar terms, including a mandatory conversion of $625,000 that resulted in the related party becoming a 50% beneficial owner of Tokeneke Partners. Both loans funded the purchase of the 100 Tokeneke Road property and were reviewed and approved by the Board’s Conflicts Committee.
Belpointe PREP, LLC registers up to $750,000,000 of Class A units under its prospectus supplement.
The Supplement discloses the quarterly net asset value: NAV of $445,706,034 and NAV per Class A unit of $116.17 as of December 31, 2025. Shares outstanding were 3,836,696 Class A units on that date. The Supplement explains NAV methodology and notes NAV is an estimate, not a guarantee of realizable sale proceeds or future trading price.
Empirical Financial Services, LLC d.b.a. Empirical Wealth Management filed an amended Schedule 13G reporting its beneficial ownership of 248,081 Class A Units of Belpointe PREP, LLC, representing 6.54% of the class.
Empirical reports sole voting power over 245,458 units and sole dispositive power over 248,081 units, with no shared voting or dispositive power. The firm certifies the units were acquired and are held in the ordinary course of business as an investment adviser, and not for the purpose of changing or influencing control of Belpointe PREP.
Belpointe PREP, LLC entered into a Letter Agreement on January 6, 2026 with 100 Tokeneke Partners, LLC and Daniel Suozzi. Suozzi contributed his indirect ownership interest in real property at 100 Tokeneke Road in Darien, Connecticut to Tokeneke Partners in exchange for 243,000 Class B Tokeneke Units.
Suozzi received a put right, allowing him from the Effective Date until May 31, 2027, subject to adjustment, to require Belpointe PREP or its affiliate to purchase all or part of these Tokeneke Units at $14.50 per Tokeneke Unit, payable in Belpointe PREP Class A units valued at the average of the high and low trading prices immediately before each notice. Tokeneke Manager, LLC received a corresponding call right from June 1, 2027 through December 31, 2027, subject to adjustment, on the same price and payment terms.
Belpointe PREP also agreed to register the Class A units issuable to Suozzi for resale and to use commercially reasonable efforts to keep that registration effective for up to 30 months or until Suozzi can sell under Rule 144 without limitation.
Belpointe PREP (OZ) filed its Q3 2025 10‑Q, showing continued ramp-up as developments come online. Total assets were $570.8 million, up from $517.6 million at year-end, driven by properties placed in service. Rental revenue rose to $2.38 million for the quarter (from $0.86 million a year ago) and $6.12 million year-to-date (from $1.58 million), reflecting lease-up progress.
The company reported a net loss of $12.1 million for Q3 and $28.4 million year-to-date, primarily due to property expenses, interest expense, and depreciation. Debt, net, increased to $251.4 million from $177.0 million after closing the Aster & Links refinancing, adding SOFR-based mortgage and mezzanine facilities up to $204.1 million and recording a $3.0 million loss on extinguishment of prior debt. Cash and cash equivalents were $29.6 million; total cash and restricted cash was $35.8 million.
VIV (1000 First Ave N, St. Petersburg) reached substantial completion on September 30, 2025, triggering a $180.8 million reclassification to operating real estate. As of November 7, 2025, units outstanding were 3,791,177 Class A, 100,000 Class B and one Class M. The Manager announced a NAV of $116.74 per Class A unit as of June 30, 2025.
Belpointe PREP, LLC filed an amended report describing new debt financing for its Aster & Links property at 1991 Main Street in Sarasota, Florida. Through majority-owned subsidiaries, the company entered into a variable-rate mortgage and mezzanine loan facility for up to approximately $204.14 million, with about $172.83 million funded at closing.
About $165.76 million of the initial advance was used to repay existing construction and mezzanine loans, with remaining and future advances available for leasing costs, capital expenditures, up to $9 million in Earnouts, and up to $9 million in Approved Debt Service and Carry Expenses. The loans are interest-only, priced at Term SOFR with a 3.25% floor plus a blended 2.55%, initially maturing on October 11, 2027, with two one-year extension options subject to lender approval.
The debt is secured by a first-priority mortgage on Aster & Links and a pledge of the borrower entity interests. Belpointe PREP guarantees certain obligations, including maintaining specified net worth and liquid asset levels, and has put in place a $204.14 million interest rate cap at a 6.0% Term SOFR strike through October 15, 2027.
Belpointe PREP, LLC reports that its indirect majority-owned subsidiaries have entered into new financing arrangements for the Aster & Links development in Sarasota, Florida. BPOZ 1991 Main obtained a variable-rate mortgage loan agreement for up to
BP Mezz 1991 Main entered into a mezzanine loan agreement for up to
Belpointe PREP, LLC has entered into a material definitive agreement to sell its approximately 3.2-acre property at 900 8th Avenue South in Nashville, Tennessee for an aggregate purchase price of $19.3 million, subject to adjustment based on the number of units the buyer is permitted and intends to construct. The seller is 900 Eighth, LP, an indirect majority-owned subsidiary, and the buyer is WP South Acquisitions, L.L.C.
The contract date is set as August 26, 2025, with an entitlement date 120 days later (plus a possible 30-day extension), an inspection date 30 days after the entitlement date, and closing expected on the earlier of 180 days after the inspection date or a closing date chosen by the buyer with seven days’ notice, subject to up to three 30-day extensions by the buyer. The buyer has posted a $150,000 earnest money deposit, which becomes non-refundable after the inspection date except as otherwise provided, and the agreement includes customary representations, warranties and closing conditions.
Belpointe PREP, LLC held its annual meeting of unitholders. As of the record date of June 16, 2025, the company had 3,698,562 Class A units, 100,000 Class B units and 1 Class M unit outstanding. Holders of Class A and Class B units are entitled to one vote per unit. The single Class M unit is entitled to votes equal to ten times the aggregate number of Class A and Class B units outstanding on matters in which it may vote, indicating a concentrated voting power in the Class M holder. The filing includes signatures from authorized representatives, including Brandon E. Lacoff as Chairman and CEO.