Belpointe PREP, LLC

Overview

• Publicly traded qualified opportunity fund (QOF) listed on NYSE American under the symbol OZ.
• Organized as a Delaware limited liability company and treated as a partnership for U.S. federal income tax purposes.
• Externally managed by Belpointe PREP Manager, LLC, an affiliate of the sponsor, Belpointe, LLC, under a Management Agreement.
• All assets and operations are held and conducted through the Company’s Operating Companies (e.g., Belpointe PREP OC, LLC; Belpointe PREP TN OC, LLC) and their subsidiaries.
• Investment focus: identify, acquire, develop/redevelop, and manage commercial and mixed-use real estate located in qualified opportunity zones (QOZs). Primary objectives are capital preservation and growth, cash distributions, and value appreciation; the Company targets a 90% asset test to maintain QOF status.

Business model

Strategy

• Invest primarily in properties located in qualified opportunity zones across the United States and territories.
• Property types include multifamily, student housing, senior living, healthcare, industrial, self-storage, hospitality, office, mixed-use, data centers, and solar projects.
• Also acquires and manages real estate-related assets such as commercial real estate loans and mortgages, and may invest in debt and equity securities of other real estate-related companies, private equity, and opportunistic acquisitions of other QOFs and QOZ businesses.

Portfolio structure and governance

• Investments are held by one or more Operating Companies and their subsidiaries.
• The Manager has broad discretion to originate, evaluate, structure, finance, and develop investments, subject to board oversight and the Operating Agreement.
• The Company may change its investment mix or QOF status if determined to be in the Company’s best interests or for strategic reasons.

Reporting and tax

• As of December 31, 2025, operations are organized into two reporting segments: commercial and mixed-use.
• Classified as a partnership for federal tax purposes and intends to continue qualifying as a QOF under Section 1400Z-2 rules. Eligible investors may defer capital gains and receive other Opportunity Zone tax benefits.

Portfolio highlights (representative investments as of 12/31/2025)

1991 Main Street – Sarasota, FL (Aster & Links)

• Mixed-use development: 424 residential units and approximately 51,000 sq ft of first-floor retail. Additional adjacent parcel acquired; 1900 Fruitville Road redeveloped for parking.
• Financing: Mortgage and mezzanine loans totaling up to ~$204.1 million; initial advance ~ $172.8 million; approximately $173.9 million drawn as of 12/31/2025.
• Construction: 2022–2025; post-construction financing closed in September 2025 and refinanced to optimize liquidity and interest costs.
• Current status: ~67% leased as of 3/8/2026; Sprouts occupies ~23,000 sq ft of retail space.

1000 First Avenue North / VIV – St. Petersburg, FL

• 1.6-acre site with two 11-story residential towers and ~15,500 sq ft retail; additional parcel (900 First Avenue North) with two-tenant retail; development plan approved.
• Construction loan up to $104.0 million; $81.3 million drawn as of 12/31/2025; interest rate around SOFR + 3.80% (floor 7.55%).
• Interest rate cap: $104.0 million notional, strike 6.25%, maturing 7/1/2026.
• Current status: Leasing commenced Oct–Nov 2025; occupancy >37% as of 3/8/2026.

1701, 1702 and 1710 Ringling Boulevard – Sarasota, FL

• 1.6-acre site with a six-story office building and parking. 1701 Ringling leased to an existing tenant for ~42,000 sq ft on a 20-year term with extension options. 1702 Ringling (1,546 gross sq ft) anticipated for future multifamily development.
• Combined purchase price for 1701/1702: $7.0 million.

497-501 Middle Turnpike / Cedar Swamp Road – Storrs, CT

• ~60-acre site (including former golf course and wetlands); plan contemplates future residential development for ~261 apartments plus adjacent single-family home.
• Acquired a 70.2% controlling interest in 2022; partial redemption in 2023 and redemption of remaining non-controlling interest for $1.6 million in March 2026.
• Adjacent Cedar Swamp Road parcel acquired for ~$0.3 million and considered for inclusion in the development.

900 8th Avenue South – Nashville, TN

• 3.2-acre land assemblage with entitlements for mixed-use development of up to 300 residential units and up to seven stories.
• 900 Eighth Land Loan: fixed-rate loan for $10.0 million at 9.50% interest; extensions to July 2026.
• Amended Purchase & Sale Agreement with WP South Acquisitions for sale at $19.3 million; earnest money $150,000.

1700 Main Street – Sarasota, FL

• 1.3-acre redevelopment site planned for an approximately 187-unit apartment community with retail.
• Purchase price: ~$6.9 million.

Nashville parcels (Davidson Street)

• 690/1106 Davidson Street: ~8.0 acres planned for mixed-use residential; rezoned for higher-density development.
• 1130 Davidson Street: ~1.7 acres retail site rezoned for higher-density multifamily; purchase price $2.1 million.
• 1400 Davidson Street: ~5.9 acres industrial site planned for mixed-use residential; purchase price $16.4 million.

Storrs Road / 1750 Storrs Road – Storrs, CT

• Land parcels totaling ~28 acres near UConn (9.0 acres and ~19.0 acres); anticipated multi-family/mixed-use development.
• Purchase prices: Storrs Road ~$0.1 million; 1750 Storrs ~$5.5 million.

901-909 Central Avenue North – St. Petersburg, FL

• ~0.13-acre site with a 5,328 sq ft, four-unit retail/office building.

• Purchase price: ~$2.6 million.

• The portfolio includes completed developments, redevelopment projects, and properties at various stages of development or planning. All assets are held through Operating Companies affiliated with the Sponsor/Manager network, with the Sponsor and Manager often participating as co-sponsors or developers in joint ventures.

Financials, capital raising, and NAV

• Follow-on offering: 172,523 Class A units issued in 2025.
• Aggregate gross offering cash proceeds (including prior offerings and Belpointe REIT’s prior offerings): $368.6 million as of 12/31/2025.
• Class A unit purchase price is the lesser of the current NAV per unit or the average of the high and low NYSE sale prices on the trading day preceding the investment date.
• NAV per Class A unit as of 12/31/2025: $116.17 (announced 3/4/2026).
• NAV is calculated approximately 60 days after each quarter using multiple inputs (asset valuations, debt, pending accruals, etc.). NAV is not a GAAP fair value and may not reflect realizable value.
• Class A units trade on NYSE American; liquidity is not guaranteed and market price may differ from NAV.
• Management has discretion to issue additional units, which could dilute existing Class A holders.
• Proceeds from offerings support investments in Opportunity Zone properties and related assets; project refinancing, such as Aster & Links, is used to fund development and improve liquidity.
• The Company is externally managed and has no employees of its own. Manager and Sponsor personnel perform day-to-day activities, and the Sponsor Group provides shared services under related agreements.

Management, sponsorship, and economics

• External Manager: Belpointe PREP Manager, LLC (affiliate of the Sponsor).
• Sponsor: Belpointe, LLC.
• The Manager holds one Class M unit; Class B units held by the Manager provide a 5% share of gains/distributions to the Manager while the Management Agreement remains in effect, with certain allocations potentially continuing after termination per agreement terms.
• Quarterly management fee: 0.75% annualized of NAV.
• Termination provisions: if the Management Agreement is terminated without cause, the Company may owe a termination fee equal to six times the annual management fee earned in the prior 12 months, and the Manager retains specified rights to Class B units.
• The Company may convert to internal management in the future, which could change governance and expense structures.
• Related-party activities by the Sponsor Group and Manager may create conflicts of interest given their obligations to other investment programs.
• The Operating Agreement provides for arbitration of many disputes and includes exclusive forum provisions, with some claims reserved to specific courts.
• The Company qualifies as a QOF and intends to meet the 90% asset test. The Company is an "emerging growth company" under the JOBS Act and may rely on related exemptions.

Legal proceedings

• Galinn Fund LLC v. CMC Storrs SPV, LLC et al.
  • Filed 12/05/2024 in Connecticut state court. Galinn seeks foreclosure on a mortgage related to 497-501 Middle Turnpike (Storrs, CT) and damages.
  • CMC filed an amended counterclaim on 9/15/2025 alleging fraud, wrongful conduct, theft, conversion, forgery, and related claims. The Company disputes liability and is defending the matter.
  • As of 12/31/2025, the litigation was not considered material to the Company’s results and no loss contingencies were accrued.

Regulatory and policy points

• Opportunity Zone incentives provide capital gains deferral and basis step-up benefits; OZ 2.0 guidance and designations were evolving in 2025.
• The Company’s ability to maintain QOF status depends on meeting the 90% asset test and complying with evolving regulations.
• Arbitration requirements and exclusive forum provisions may affect investors’ ability to pursue certain disputes in court.