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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): October 12, 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
5.07 Submission of Matters to a Vote of Security Holders.
On
October 12, 2026, Belpointe PREP, LLC (the “Company”) held its annual meeting
of unitholders (the “Annual Meeting”). As of August 21, 2026, the record
date for the Annual Meeting, the Company had 3,953,666 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 to the unitholders
at the Annual Meeting. The holder of the Company’s Class M unit was entitled to that number of votes equal to
ten times the aggregate number of Class A units and Class B
units outstanding on those matters on which the Class M unit was 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 II directors, and the holders of the Company’s Class A, Class B and Class M units voted together as a single class on
proposals to ratify the appointment of CohnReznick LLP (“CohnReznick”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2026 and to approve the Company’s potential issuance of Class A
units in excess of 19.99% of the Company’s currently issued and outstanding Class A units at a price that may be less than the
minimum price as defined by Section 713(a) of the NYSE American Company Guide (the “Public Offering Proposal”). 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 August 27, 2026.
There
were 2,127,095 Class A units, 100,000 Class B units and one Class M unit represented in person or by proxy at the Annual Meeting. Set
forth below are 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.
Proposal
No. 1 – Election of Class II Directors.
The
individuals set forth below were elected to serve as Class II directors until the 2029 annual meeting of the unitholders and until their
respective successors are duly elected or appointed and qualified or until their earlier death, resignation, disqualification or removal.
| Director
Name |
|
For |
|
Withheld |
|
Broker
Non-Vote |
| Martin
Lacoff |
|
624,440 |
|
350,348 |
|
1,252,307 |
| Ronald
Young, Jr. |
|
634,703 |
|
340,085 |
|
1,252,307 |
Proposal
No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm.
The
appointment of CohnReznick as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2026, was ratified.
| For |
|
Against |
|
Abstain |
|
Broker
Non-Vote |
| 42,667,752 |
|
65,438 |
|
30,565 |
|
— |
Proposal
No. 3 – Approval of the Public Offering Proposal.
The
Public Offering Proposal was approved.
| For |
|
Against |
|
Abstain |
|
Broker
Non-Vote |
| 41,347,844 |
|
150,445 |
|
13,159 |
|
1,252,307 |
Item
9.01 Exhibits
| Exhibit
Number |
|
Description |
| 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:
October 15, 2026
| |
BELPOINTE
PREP, LLC |
| |
|
|
| |
By: |
/s/
Brandon E. Lacoff |
| |
|
Brandon
E. Lacoff |
| |
|
Chairman
of the Board and Chief Executive Officer |
