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2026-08-28
2026-08-28
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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): August 28, 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
8.01 Other Events.
Belpointe
PREP, LLC (“we,” “us,” “our,” or the “Company”) has approved the Company’s quarterly
determination of net asset value (“NAV”) and NAV per Class A unit as of June 30, 2026 (the “Determination Date”),
in accordance with our valuation policies.
The
following table provides a breakdown of the major components of our NAV and NAV per Class A unit as of the Determination Date:
| Assets | |
| | |
| Investments
in real properties | |
$ | 727,299,889 | |
| Cash and cash equivalents | |
| 15,636,979 | |
| Other assets | |
| 18,588,763 | |
| Total
Assets | |
$ | 761,525,631 | |
| | |
| | |
| Liabilities | |
| | |
| Debt and other borrowings | |
| 282,311,738 | |
| Other liabilities | |
| 24,200,426 | |
| Total
Liabilities | |
$ | 306,512,164 | |
| | |
| | |
| NAV | |
$ | 455,013,467 | |
| Number of Class A units outstanding | |
| 3,909,902 | |
| NAV per Class A unit | |
$ | 116.37 | |
Our
NAV per Class A unit is based on the NAV of our assets and investments (such as our portfolio of commercial real estate properties) in
addition to any other assets (such as cash on hand following any distributions to Belpointe PREP Manager, LLC (our “Manager”)
pursuant to its Class B units, if any), less any liabilities (such as our construction loans), including the allocation or accrual of
management fees, allocation or accrual of gains or distributions distributable to our Manager pursuant to its Class B units and expenses
reimbursable to our Manager and its affiliates, including our Belpointe, LLC, our sponsor.
We
calculate NAV per Class A unit using a process designed to produce a fair and accurate estimate of the price that would be received for
our assets and investments in an arm’s-length transaction between a willing buyer and a willing seller in possession of all material
information about our assets and investments. Our Manager periodically reviews our valuation methodologies and policies to determine
whether they remain in the best interests of our unitholders and may adjust our methodologies as it deems appropriate. Our determination
of NAV is not a representation or guarantee that we will be able to fully realize our NAV upon a sale of our assets and investments,
or that our Class A units will trade at our NAV per Class A unit on the NYSE American.
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:
August 28, 2026
| |
BELPOINTE
PREP, LLC |
| |
|
| |
By: |
/s/
Brandon E. Lacoff |
| |
|
Brandon
E. Lacoff |
| |
|
Chairman
of the Board and Chief Executive Officer |
