Belpointe PREP, LLC Reports Material Event

Belpointe PREP, LLC held its annual meeting of unitholders.

Accepted by SEC EDGAR 09/16/2025 - 04:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Expert

TL;DR: The capital structure shows extreme voting concentration via a single Class M unit.

The filing discloses unit counts and per-unit voting rights, revealing that a single Class M unit carries voting power equal to ten times the combined Class A and Class B units. This creates a governance structure where control is highly concentrated in the Class M holder for matters on which it votes. For unitholders, that concentration can limit influence of Class A and B holders on key decisions. The document does not disclose the identity of the Class M holder or specific matters the Class M unit may vote on, which restricts assessment of practical control.

Securities/Investor Relations Analyst

TL;DR: Unit counts and voting scheme are clearly presented; practical impacts depend on who holds the Class M unit.

The report provides precise outstanding unit figures: 3,698,562 Class A and 100,000 Class B units. Combined with the 1 Class M unit that equals ten times aggregate A and B votes, the filing implies potential de facto control by the Class M holder on votable matters. The filing does not include distribution, transfer, or recent changes to the unit structure, nor any votes or outcomes from the meeting. Without those details, market or governance impacts cannot be fully quantified.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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