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 (OZ) reported third-quarter revenue of $6.327 million, compared with $2.382 million in 2025; net loss attributable to the company was $8.701 million, versus $12.131 million. For the first nine months, revenue was $15.929 million versus $6.123 million, while attributable net loss was $28.609 million, compared with $28.377 million.
The company focuses on commercial and mixed-use real estate in qualified opportunity zones and states that at least 90% of its assets consist of qualified opportunity zone property. Net cash used in operating activities was $11.885 million for nine months, compared with $14.996 million a year earlier. Cash and cash equivalents were $16.838 million as of September 30, down from $24.342 million as of December 31, 2025.
Debt, net, was $282.750 million as of September 30, compared with $260.638 million at December 31, 2025; the company said it complied with all loan covenants at quarter-end. Aster & Links, its Sarasota mixed-use development, was greater than 92% leased as of November 1, 2026. The property has 424 residential units and approximately 51,000 square feet of retail space.
Belpointe PREP, LLC reported that 100 Tokeneke Road, LLC prepaid in full a $5,000,000 convertible loan owed to the issuer’s indirect wholly owned subsidiary, BPOZ 100 Tokeneke Holding, LLC, on October 22, 2026. The payment was $5,114,904.11, comprising principal and $114,904.11 of accrued interest. The note was satisfied and terminated, ending the subsidiary’s conversion right. No portion had been converted, and no early termination penalties were incurred.
Belpointe Tokeneke Investment, LLC, described as a related party and a 50% beneficial owner of Tokeneke Partners before the repayment, funded it through a $5,114,918.50 capital contribution in exchange for 352,753 Class A units at $14.50 per unit. Following issuance, it held approximately 71% of Tokeneke Partners’ outstanding units. Belpointe and its subsidiaries were not parties to the contribution or issuance. A separate letter agreement with the unaffiliated member, providing put and call rights over that member’s units, remained in effect and was unaffected. The company said the prepayment was reviewed and approved by its Conflicts Committee and disinterested directors.
Belpointe PREP, LLC is the issuer of Class A units for which David James Donnalley reported beneficial ownership of 219,539 units, representing 5.55% of the class. He reported sole voting and dispositive power over all 219,539 units and no shared voting or dispositive power.
Belpointe PREP, LLC (OZ) held its annual meeting on October 12, 2026. Unitholders elected Martin Lacoff and Ronald Young, Jr. as Class II directors to serve until the 2029 annual meeting, ratified CohnReznick LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved potential issuance of Class A units in excess of 19.99% of the currently issued and outstanding Class A units at a price that may be less than the minimum price defined by the NYSE American Company Guide.
As of August 21, 2026, the record date, Belpointe PREP had 3,953,666 Class A units, 100,000 Class B units, and one Class M unit outstanding. The public-offering proposal received 41,347,844 votes for, 150,445 against, and 13,159 abstentions.
Belpointe PREP, LLC (OZ) reported its quarterly determination of net asset value (NAV) as of June 30, 2026. The company calculated a total NAV of $455,013,467 and a NAV per Class A unit of $116.37, based on 3,909,902 Class A units outstanding.
Total assets were $761,525,631, including $727,299,889 in investments in real properties, $15,636,979 in cash and cash equivalents, and $18,588,763 in other assets. Total liabilities were $306,512,164, consisting primarily of $282,311,738 in debt and other borrowings and $24,200,426 in other liabilities.
The NAV per Class A unit is derived under the company’s valuation policies, which seek to estimate the price that might be received for assets in an arm’s-length transaction. The company states this NAV is not a guarantee of realizable value or of future trading prices of its Class A units on NYSE American.
Belpointe PREP, LLC (OZ) is calling a 2026 in‑person annual meeting on October 12, 2026 at 12:00 p.m. ET in Greenwich, CT. Unitholders of record as of August 21, 2026 (3,953,666 Class A units, 100,000 Class B units and one Class M unit outstanding) may vote.
Unitholders will vote on: electing two Class II directors (Martin Lacoff and Ronald Young Jr.); ratifying CohnReznick LLP as independent auditor for 2026; and approving, for NYSE American Section 713(a) purposes, a registered “at the market” offering of up to $250,000,000 of Class A units on a continuous best‑efforts basis, which could exceed 19.99% of current Class A units and be dilutive.
The company states proceeds from any approved offering would support its existing investment portfolio and fund additional commercial real estate and real estate‑related investments. The proxy also details its externally managed structure, 0.75% of NAV management fee, related‑party loans and development arrangements, board and committee composition, and director compensation.
Belpointe PREP, LLC is asking unitholders to approve several items at its October 12, 2026 annual meeting. Unitholders will vote on electing two Class II directors (Martin Lacoff and Ronald Young Jr.), ratifying CohnReznick LLP as independent auditor for the year ending December 31, 2026, and approving a public offering proposal.
The public offering proposal would authorize the offer and sale of up to $250,000,000 of Class A units in a registered “at the market” offering under Rule 415(a). The company notes this could exceed 19.99% of currently outstanding Class A units and would dilute existing holders but provide additional capital for its real estate-focused investment strategy. Governance disclosures describe a three-class board, a powerful Class M unit with votes equal to ten times all Class A and B units combined, an external management structure, and multiple related-party financing and service arrangements with the sponsor group.
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.