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 filings document the regulatory record for a qualified opportunity fund with Class A units traded as OZ. Its disclosures address real estate development assets, property-level subsidiaries, mixed-use and multifamily projects, and the company’s unit-based capital structure.
Recent filings emphasize Form 8-K material-event reports, amended event reports, definitive agreements, mortgage and mezzanine financing, property contribution and sale agreements, governance matters and unitholder voting results. The filings also describe operating and financial results, capital-structure terms and risks tied to real estate development, leasing, refinancing and Opportunity Zone fund operations.
Belpointe PREP, LLC entered into a Loan Modification Agreement on June 10, 2026 for its fixed-rate loan secured by 900 8th Avenue South in Nashville, Tennessee. The agreement extends the loan’s maturity date from July 2, 2026 to July 2, 2027, giving the company an additional year before repayment is due.
In connection with the modification, 900 Eighth, LP and certain affiliates paid the lender about $2.4 million, including $1.5 million of principal paydown and roughly $0.9 million of prepaid interest and fees. After this payment, the principal balance on the 900 8th Land Loan is $8.5 million, clarifying the remaining debt tied to this property.
Belpointe PREP, LLC reported a net asset value (NAV) of $453,157,249 as of March 31, 2026, with a reported NAV per Class A unit of $116.25 based on 3,898,104 Class A units outstanding.
Total assets were $755,611,260, including $724,820,038 of investments in real properties and $19,568,237 in cash and cash equivalents. Total liabilities were $302,454,011, primarily from $279,428,825 of debt and other borrowings. The Manager applies its valuation policies to estimate the price that would be received for the company’s assets in an arm’s-length transaction and notes there is no guarantee units will trade at NAV.
Belpointe PREP, LLC is a Delaware limited liability company and the only publicly traded qualified opportunity fund listed on a U.S. exchange, investing primarily in commercial and mixed‑use real estate within opportunity zones. As of March 13, 2026, it had 3,896,184 Class A units outstanding, with non‑affiliate Class A units valued at about $210.9 million as of June 30, 2025 based on NYSE American prices. The company raised aggregate gross offering cash proceeds of $368.6 million by December 31, 2025 and reported a net asset value of $116.17 per Class A unit as of that date. Operations are externally managed by Belpointe PREP Manager, LLC, which is affiliated with sponsor Belpointe, LLC.
The portfolio includes large developments such as Aster & Links in Sarasota, Florida and VIV in St. Petersburg, Florida, alongside multiple Nashville and Storrs, Connecticut projects. Belpointe employs property‑level and corporate debt, targets 50–70% leverage on stabilized properties, and is structured as a partnership for U.S. federal income tax purposes while aiming to maintain qualified opportunity fund status under evolving OZ 1.0 and OZ 2.0 rules.
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.