Belpointe PREP (NYSE: OZ) enters Tokeneke property deal with put/call rights

Rhea-AI Filing Summary

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.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2026 (January 6, 2026)

Belpointe PREP, LLC

(Exact name of registrant as specified in its charter)

Delaware		001-40911		84-4412083
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
255 Glenville Road Greenwich, Connecticut				06831
(Address or principal executive offices)				(Zip Code)

(203) 883-1944

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol		Name of Exchange on which registered
Class A units		OZ		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 6, 2026 (the “Effective Date”), Belpointe PREP, LLC (the “Company”), 100 Tokeneke Partners, LLC, a Delaware limited liability company and indirect minority-owned subsidiary of the Company (“Tokeneke Partners”), and Daniel Suozzi (the “Suozzi”) entered into a Letter Agreement (the “Letter Agreement”) in connection with a transaction in which Suozzi contributed his indirect ownership interest in certain real property located at 100 Tokeneke Road, Darien, Connecticut, to Tokeneke Partners in exchange for 243,000 units in Tokeneke Partners designated as “Class B” units (the “Tokeneke Units”).

Pursuant to the terms of the Letter Agreement, Suozzi has the right during the period beginning on the Effective Date and ending on May 31, 2027, subject to adjustment (the “Put Period”), to cause the Company, or its designated affiliate, to purchase all or any portion of the Tokeneke Units in one or more transactions by delivering the Company an irrevocable written notice of the number of Tokeneke Units to be acquired (the “Put Notice”). The purchase price shall be equal to $14.50 per Tokeneke Unit (the “Tokeneke Unit Price”), which shall be paid in the Company’s Class A units (the “Class A Units”) issued at a price per Class A Unit equal to the average of the high and low sale price of the Class A Units on the NYSE American (or such other national securities exchange or inter-dealer quotation system on which the Company’s Class A Units are then listed or quoted) during regular trading hours (the “Market Price”) on the last trading day immediately prior to the date of the applicable Put Notice. If Tokeneke Partners does not consummate the initial closing of its first equity financing (the “Initial Closing”) prior to termination of the Put Period, then the Letter Agreement provides that Put Period shall be automatically revived for a single 30-day period beginning on the date of the Initial Closing.

The Letter Agreement also provides Tokeneke Manager, LLC, a Connecticut limited liability company and manager of Tokeneke Partners (the “Tokeneke Manager”), with the right, during the period beginning on June 1, 2027 and ending on December 31, 2027, subject to adjustment (the “Call Period”), to cause Suozzi to sell to the Company all or any portion of the Tokeneke Units in one or more transactions by delivering Suozzi an irrevocable written notice of the number of Tokeneke Units to be acquired (the “Call Notice”). The purchase price shall be equal to the Tokeneke Unit Price and shall be paid in Class A Units issued at the Market Price on the last trading day immediately prior to the date of the applicable Call Notice. If Tokeneke Partners does not consummate an Initial Closing prior to the termination of the Call Period, then the Letter Agreement provides that Call Period shall be automatically revived for a single 30-day period beginning on the date of the Initial Closing

In addition, the Letter Agreement provides that the Company will register the Class A Units issuable to Suozzi in connection with the Put Option and Call Option on a resale registration statement (the “Resale Registration Statement”) as soon as practicable following the Effective Date and use commercially reasonable efforts to continuously maintain the registration statement until Suozzi may immediately sell all of the Tokeneke Units issuable under Rule 144 without any limitation or 30 months from the initial effective date of the Resale Registration Statement.

Item 9.01 Exhibits

Exhibit Number		Description
10.1		Letter Agreement, dated January 6, 2026.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 12, 2026

	BELPOINTE PREP, LLC
	By:	/s/ Brandon E. Lacoff
		Brandon E. Lacoff
		Chairman of the Board and Chief Executive Officer

FAQ

What agreement did Belpointe PREP (OZ) disclose in this 8-K?

Belpointe PREP, LLC disclosed a Letter Agreement with 100 Tokeneke Partners, LLC and Daniel Suozzi, under which Suozzi contributed his indirect ownership interest in real property at 100 Tokeneke Road, Darien, Connecticut to Tokeneke Partners in exchange for 243,000 Class B Tokeneke Units and received put and call-related rights tied to Belpointe PREP Class A units.

What are the key economic terms of the Tokeneke Units in the Belpointe PREP (OZ) agreement?

Under the Letter Agreement, the Tokeneke Units held by Suozzi can be bought or sold at a fixed price of $14.50 per Tokeneke Unit. Payment will be made in Belpointe PREP Class A units, issued at the average of the high and low sale prices on the NYSE American (or other listing market) on the last trading day immediately before each put or call notice.

What put right did Daniel Suozzi receive from Belpointe PREP (OZ)?

Suozzi received a put right giving him the option, from January 6, 2026 until May 31, 2027, subject to adjustment, to require Belpointe PREP or its affiliate to purchase all or part of his 243,000 Tokeneke Units at $14.50 per unit, paid in Belpointe PREP Class A units valued at the specified market-based price calculation.

What call right was granted in the Belpointe PREP (OZ) Letter Agreement?

The Letter Agreement grants Tokeneke Manager, LLC, as manager of Tokeneke Partners, a call right from June 1, 2027 through December 31, 2027, subject to adjustment, to cause Suozzi to sell all or part of his Tokeneke Units. The purchase price is $14.50 per Tokeneke Unit, paid in Belpointe PREP Class A units valued at the average of the high and low trading prices immediately before each call notice.

How does the Initial Closing of Tokeneke Partners’ equity financing affect the put and call rights in Belpointe PREP (OZ)?

If Tokeneke Partners does not complete the Initial Closing of its first equity financing before the original end of either the put or call period, the Letter Agreement provides that the applicable period will be automatically revived for a single 30-day window starting on the date of that Initial Closing.

What resale registration commitment did Belpointe PREP (OZ) make to Suozzi?

Belpointe PREP agreed to register the Class A units issuable to Suozzi under the put and call options on a resale registration statement as soon as practicable after January 6, 2026, and to use commercially reasonable efforts to keep that registration effective until Suozzi can sell all such units under Rule 144 without limitation or for 30 months from the registration’s initial effective date, whichever comes first.