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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): September 16, 2025 (September 12, 2025)
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
5.07 Submission of Matters to a Vote of Security Holders.
On
September 12, 2025, Belpointe PREP, LLC (the “Company”) held its annual meeting of unitholders (the “Annual
Meeting”). As of June 16, 2025, the record date for the Annual Meeting, the Company had 3,698,562 Class A units, 100,000 Class
B units and one Class M unit outstanding. Holders of the Company’s Class A units and Class B units were entitled to one vote per
unit on all matters submitted for approval of the unitholders at the Annual Meeting. The holder of the Company’s Class M unit was
entitled to that number of votes equal ten times the aggregate number of Class A units and Class B units outstanding on those matters
which the Class M unit is entitled to vote.
At
the Annual Meeting, the holders of the Company’s Class A and Class B units voted together as a single class on proposals to elect
two Class I directors and to ratify the appointment of the Company’s independent registered public accounting firm, each of the
proposals is described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities
and Exchange Commission on July 28, 2025. The holder of the Company’s Class M unit was not entitled to vote with respect to the
election of the Class I directors. Unitholders approved each of the proposals presented for a vote. The tables below set forth the number
of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s
unitholders.
1.
The individuals below were elected at the Annual Meeting to serve as Class I directors of the Company until the 2028 annual meeting of
the unitholders or until their respective successors are duly elected or appointed and qualified or until their earlier resignation,
removal, incapacity or death.
| Director Nominee | |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| Timothy Oberweger | |
| 916,800 | | |
| 34,614 | | |
| 3,588 | | |
| 1,215,006 | |
| Shawn Orser | |
| 623,240 | | |
| 289,569 | | |
| 42,193 | | |
| 1,215,006 | |
The
proposal was approved.
2.
The ratification of the appointment of CohnReznick LLP, as the Company’s independent registered public accounting firm for the
fiscal year ended December 31, 2025. There were no broker non-votes on this proposal.
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 22,930,963 | | |
| 78,724 | | |
| 6,651 | | |
| — | |
The
proposal was approved.
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:
September 16, 2025
| |
BELPOINTE PREP, LLC |
| |
|
|
| |
By: |
/s/
Brandon E. Lacoff |
| |
|
Brandon
E. Lacoff |
| |
|
Chairman
of the Board and Chief Executive Officer |
