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What changed in Belpointe PREP, LLC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Belpointe PREP, LLC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+301 added−279 removedSource: 10-K (2026-03-20) vs 10-K (2025-03-31)

Top changes in Belpointe PREP, LLC's 2025 10-K

301 paragraphs added · 279 removed · 219 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

64 edited+31 added−20 removed56 unchanged
Biggest changeWe intend to continue to manage our affairs so that we meet the Qualifying Income Exception in each taxable year and so that neither we nor any of our subsidiaries are required to register under the Investment Company Act of 1940, as amended. 12 Table of Contents Government Regulation Our operations are subject, in certain instances, to supervision and regulation by federal, state and local governmental authorities, and may be subject to various laws, regulations and judicial and administrative decisions imposing various requirements and restrictions, including, among others, (i) federal and state securities laws and regulations, (ii) federal, state and local tax laws and regulations, (iii) state and local laws relating to real property, (iv) federal, state and local environmental laws, ordinances and regulations, and (v) various laws relating to housing, including rent control and stabilization laws, the Fair Housing Amendment Act of 1988 and Americans with Disabilities Act of 1990, among others.
Biggest changeGovernment Regulation Our operations are subject, in certain instances, to supervision and regulation by federal, state and local governmental authorities, and may be subject to various laws, regulations and judicial and administrative decisions imposing various requirements and restrictions, including, among others, (i) federal and state securities laws and regulations, (ii) federal, state and local tax laws and regulations, (iii) state and local laws relating to real property, (iv) federal, state and local environmental laws, ordinances and regulations, and (v) various laws relating to housing, including rent control and stabilization laws, the Fair Housing Amendment Act of 1988 and Americans with Disabilities Act of 1990, among others. 13 Table of Contents Compliance with the federal, state and local laws is not expected to have a material adverse effect on our business, assets or results of operations, and we do not expect to incur material expenditures to comply with the laws and regulations to which we are subject.
Advances under the 1000 First Construction Loan bear interest at a per annum rate equal to the one-month term SOFR plus 3.80%, subject to a minimum all-in per annum rate of 7.55% and may be used to fund the development of 1000 First.
Advances under the 1000 First Construction Loan bear interest at a per annum rate equal to the one-month term SOFR plus 3.80%, subject to a minimum all-in per annum rate of 7.55% and may be used to fund the development of VIV.
Available Information Holders of our Class A units may obtain copies of our filings with the SEC, free of charge, from the SEC’s website, www.sec.gov , or from our website, www.belpointeoz.com . 13 Table of Contents The contents of our website are solely for informational purposes and the information on our website is not part of or incorporated by reference into this Form 10-K.
Available Information Holders of our Class A units may obtain copies of our filings with the SEC, free of charge, from the SEC’s website, www.sec.gov , or from our website, www.belpointeoz.com . The contents of our website are solely for informational purposes and the information on our website is not part of or incorporated by reference into this Form 10-K.
In addition, Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments , requires eligible investors holding a qualified opportunity fund investment at any point during the tax year to report: (i) qualified opportunity fund investments holdings at the beginning and end of the tax year; (ii) current tax year capital gains deferred by investing in a qualified opportunity fund; and (iii) qualified opportunity fund investments disposed of during the tax year.
In addition, Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments (“Form 8997”), requires eligible investors holding a QOF investment at any point during the tax year to report: (i) QOF investment holdings at the beginning and end of the tax year; (ii) current tax year capital gains deferred by investing in a QOF; and (iii) QOF investments disposed of during the tax year.
We anticipate that 1700 Main will consist of a 10-story podium style building with a 3-story, 330-space garage and 7 stories of apartments above, including a clubroom, fitness center and courtyard with a swimming pool, as well as a leasing office. 10 Table of Contents U.S.
We anticipate that 1700 Main will consist of a 10-story podium style building with a 3-story, 330-space garage and 7 stories of apartments above, including a clubroom, fitness center and courtyard with a swimming pool, as well as a leasing office. U.S.
The Sarasota area also has a large number of universities including the University of Southern Florida, Florida State University’s College of Medicine campus, Ringling College, State College of Florida, Keiser College and New College of Florida. 1700 Main is located in downtown Sarasota along Main Street and is located in a high foot traffic area next to a number of popular restaurants and retail establishments. 690/1106 Davidson Street – Nashville, Tennessee – 690/1106 Davidson Street (“690/1106 Davidson Street”) is an approximately 8.0-acre site, consisting of two industrial buildings and associated parking, which we acquired for an aggregate purchase price of $21.0 million, inclusive of transaction costs.
The Sarasota area also has a large number of universities including the University of Southern Florida, Florida State University’s College of Medicine campus, Ringling College, State College of Florida, Keiser College and New College of Florida. 1700 Main is located in historic downtown Sarasota along Main Street and is located in a high foot traffic area next to a number of popular restaurants and retail establishments. 11 Table of Contents 690/1106 Davidson Street – Nashville, Tennessee – 690/1106 Davidson Street (“690/1106 Davidson Street”) is an approximately 8.0-acre site, consisting of two industrial buildings and associated parking, which we acquired for an aggregate purchase price of $21.0 million, inclusive of transaction costs.
The determination of when a particular investment should be sold or otherwise disposed of will be made after consideration of all relevant factors, including prevailing and projected economic and market conditions, whether the value of the investment is anticipated to change substantially, whether we could apply the proceeds from the sale to make other investments consistent with our investment objectives and strategy, whether disposition of the investment would allow us to increase cash flow, and whether the sale of the investment would impact our intended qualification as a publicly traded partnership and qualified opportunity fund.
The determination of when a particular investment should be sold or otherwise disposed of will be made after consideration of all relevant factors, including prevailing and projected economic and market conditions, whether the value of the investment is anticipated to change substantially, whether we could apply the proceeds from the sale to make other investments consistent with our investment objectives and strategy, whether disposition of the investment would allow us to increase cash flow, and whether the sale of the investment would impact our intended qualification as a publicly traded partnership and QOF.
The Dealer Manager will enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units.
The Dealer Manager has and will continue to enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units.
We currently anticipate adding Cedar Swamp Road to the 497-501 Middle development. 497-501 Middle and Cedar Swamp Road are located less than a mile from the main college campus at the University of Connecticut (“UConn”) in Storrs, Connecticut (“Storrs”), approximately 30 minutes from Hartford, Connecticut, and 90 minutes from Boston, Massachusetts.
We currently anticipate adding Cedar Swamp Road to the 497-501 Middle development. 10 Table of Contents 497-501 Middle and Cedar Swamp Road are located less than a mile from the main college campus at the University of Connecticut (“UConn”) in Storrs, Connecticut (“Storrs”), approximately 30 minutes from Hartford, Connecticut, and 90 minutes from Boston, Massachusetts.
Our Reporting Segments As of December 31, 2024, we have organized our operations into two reporting segments, commercial and mixed-use, based on the way we organize and evaluate our business internally.
Our Reporting Segments As of December 31, 2025, we have organized our operations into two reporting segments, commercial and mixed-use, based on the way we organize and evaluate our business internally.
News”) collegiate rankings, and, based on a fact sheet published by UConn, over 19,300 undergraduate students attended college at the Storrs campus in Fall 2023, with more than a third of those students living off campus. 900 8th Avenue South – Nashville, Tennessee – 900 8th Avenue South (“900 8th Avenue South”) is a 3.2-acre land assemblage, which we acquired for an aggregate purchase price of $19.7 million, inclusive of transaction costs.
News”) collegiate rankings, and, based on a fact sheet published by UConn, over 20,056 undergraduate students attended college at the Storrs campus in Fall 2024, with more than a third of those students living off campus. 900 8th Avenue South – Nashville, Tennessee – 900 8th Avenue South (“900 8th Avenue South”) is a 3.2-acre land assemblage, which we acquired for an aggregate purchase price of $19.7 million, inclusive of transaction costs.
We currently anticipate holding Storrs Road for future multifamily development. 1750 Storrs Road – Storrs, Connecticut – 1750 Storrs Road (“1750 Storrs”) is an approximately 19.0-acre development site near UConn, which we acquired for an aggregate purchase price of $5.5 million, inclusive of transaction costs.
We currently intend on holding Storrs Road for future multifamily development. 1750 Storrs Road – Storrs, Connecticut – 1750 Storrs Road (“1750 Storrs”) is an approximately 19.0-acre development site near UConn, which we acquired for an aggregate purchase price of $5.5 million, inclusive of transaction costs.
An eligible investor may defer recognition of capital gains (short-term or long-term) resulting from the sale or exchange of capital assets (or business assets the gain on the sale of which is treated as capital gain) with an unrelated person by reinvesting those gains into a qualified opportunity fund within a period of 180 days generally beginning on the date of the sale or exchange (the “Deferred Capital Gains”).
An eligible investor may defer recognition of capital gains (short-term or long-term) resulting from the sale or exchange of capital assets (or business assets the gain on the sale of which is treated as a capital gain) with an unrelated person by reinvesting those gains into a QOF within a period of 180 days generally beginning on the date of the sale or exchange (the “Deferred Capital Gains”).
Pursuant to the Management Agreement, our Manager or one or more of its affiliates is entitled to receive expense reimbursements and a quarterly management fee. Pursuant to the Employee and Cost Sharing Agreement, our Sponsor or one or more of its affiliates is entitled to receive expense reimbursements and our Manager’s allocable share of employment costs incurred by the Sponsor.
Pursuant to the Management Agreement, our Manager or one or more of its affiliates is entitled to receive expense reimbursements and a quarterly management fee. Pursuant to the Services and Cost Sharing Agreement, the Sponsor Group is entitled to receive expense reimbursements and our Manager’s allocable share of employment costs incurred by the Sponsor Group.
Competition We face competition from various entities for investment opportunities, including other qualified opportunity funds, REITs, Delaware statutory trusts, pension funds, insurance companies, private equity and other alternative investment funds and companies, partnerships and developers.
Competition We face competition from various entities for investment opportunities, including other QOFs, REITs, Delaware statutory trusts, pension funds, insurance companies, private equity and other alternative investment funds and companies, partnerships and developers.
All individuals and entities that recognize capital gains for U.S. federal income tax purposes are eligible to elect to defer their capital gains by investing in a qualified opportunity fund within the applicable 180-day period.
All individuals and entities that recognize capital gains for U.S. federal income tax purposes are eligible to elect to defer their capital gains by investing in a QOF within the applicable 180-day period.
Our Sponsor Our Sponsor, Belpointe, LLC, a leading investment firm based in Greenwich, Connecticut, operates a family office making private investments and oversees its businesses, such as wealth management, legal and real estate services, Our Sponsor’s senior executives have substantial experience in the acquisition, development and ownership of real estate and, as of December 31, 2024, its affiliates have facilitated or originated 13 real estate assets with aggregate purchase prices and construction costs of approximately $400 million.
Our Sponsor Our Sponsor, Belpointe, LLC, a leading investment firm based in Greenwich, Connecticut, operates a family office making private investments and oversees its businesses, such as wealth management, legal and real estate services, Our Sponsor’s senior executives have substantial experience in the acquisition, development and ownership of real estate and, as of December 31, 2025, its affiliates have facilitated or originated real estate assets with acquisition and construction costs of approximately $500 million.
Our Sponsor’s financial management division also currently manages over $5 billion in public securities.
Our Sponsor’s financial management division also currently manages over $6 billion in public securities.
Petersburg-Clearwater metropolitan statistical area (“MSA”) and has experienced increased demand in recent years because of proximity to the water, sporting events, shopping, bars and restaurants in the neighborhood. The Tampa-St. Petersburg-Clearwater MSA is home to more than 20 corporate headquarters, 13 of which are on the 2024 edition of the Inc. 5000 (listing the fastest-growing private companies in America).
Petersburg-Clearwater metropolitan statistical area (“MSA”) and has experienced increased demand in recent years because of proximity to the water, sporting events, shopping, bars and restaurants in the neighborhood. The Tampa-St. Petersburg-Clearwater MSA is home to more than 19 corporate headquarters, seven of which are on the 2025 edition of the Inc. 1000 (listing the fastest-growing private companies in America).
Petersburg and is home to two professional sports teams, the Tampa Bay Rays (Major League Baseball) and the Tampa Bay Rowdies (United Soccer League Championship). 900 First Avenue North (“900 First”) is a parcel of land with a two-tenant retail building which we acquired for an aggregate purchase price of $2.5 million, inclusive of transaction costs. 900 First will remain a two-tenant retail building, and we have taken the additional development rights and added them to 1000 First. 1000 First Construction Management Agreement In April 2023, our indirect majority-owned subsidiary entered into a construction management agreement in connection with the development of 1000 First.
Petersburg and is home to two professional sports teams, the Tampa Bay Rays (Major League Baseball) and the Tampa Bay Rowdies (United Soccer League Championship). 900 First Avenue North (“900 First”) is a parcel of land containing a two-tenant retail building which we acquired for an aggregate purchase price of $2.5 million, inclusive of transaction costs. 900 First will remain a two-tenant retail building, and we have transferred the additional development rights to VIV. 9 Table of Contents VIV Construction Management Agreement In April 2023, our indirect majority-owned subsidiary entered into a construction management agreement in connection with the development of VIV (the “1000 First CMA”).
Amenities at Viv include a clubroom, fitness center, courtyard with a swimming pool, shared working space and a leasing office. Viv is located in the downtown district of St. Petersburg, one mile west of Tampa Bay and the downtown waterfront district and only one block away from Tropicana Field, home to the Tampa Bay Rays professional baseball team.
Amenities include a clubroom, fitness center, courtyard with a swimming pool, shared working space, and leasing office. VIV is located in downtown St. Petersburg, one mile west of Tampa Bay and the downtown waterfront district, and one block from Tropicana Field, home of the Tampa Bay Rays.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” Disposition Policies The period that we will hold our investments will vary depending on a number of factors, including the type of investment, interest rates and economic and market conditions.
For an overview of our borrowings, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” Disposition Policies The period that we will hold our investments will vary depending on a number of factors, including the type of investment, interest rates and economic and market conditions.
On May 9, 2023, the SEC declared effective our follow-on registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to an additional $750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or through one or more agents (our “Follow-on Offering” and, together with our Primary Offering, our “Public Offerings”).
Securities and Exchange Commission (the “SEC”) declared effective our registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to $750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or through one or more agents (our “Follow-on Offering”).
We are externally managed by Belpointe PREP Manager, LLC (our “Manager”), which is an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”). 5 Table of Contents Our Manager We are externally managed by our Manager, Belpointe PREP Manager, LLC, and, pursuant to the terms of a management agreement between us, our Operating Companies and our Manager (the “Management Agreement”), our Manager manages our day-to-day operations, implements our investment objectives and strategy and performs certain services for us, subject to oversight by our board of directors (our “Board”).
Our Manager We are externally managed by our Manager, Belpointe PREP Manager, LLC, and, pursuant to the terms of a Management Agreement between us, our Operating Companies and our Manager (the “Management Agreement”), our Manager manages our day-to-day operations, implements our investment objectives and strategy and performs certain services for us, subject to oversight by our board of directors (our “Board”).
Leverage allows us to make more investments than would otherwise be possible, resulting in a broader portfolio. We believe that careful use of conservatively structured leverage helps us to achieve our diversification goals and potentially enhance the returns on our investments.
Borrowing Policy We employ leverage in order to provide more funds available for investment. Leverage allows us to make more investments than would otherwise be possible, resulting in a broader portfolio. We believe that careful use of conservatively structured leverage helps us to achieve our diversification goals and potentially enhance the returns on our investments.
Entering into joint venture investments aligns our interests with the interests of our Investment Partner for the benefit of the holders of our Class A units by leveraging of our capital resources and our Investment Partner’s extensive industry relationships and significant acquisition, development and management expertise to: (i) achieve potentially greater returns on our invested capital; (ii) diversify our access to investment opportunities; and (iii) promote our brand and potentially increase our market share. 11 Table of Contents Borrowing Policy We employ leverage in order to provide more funds available for investment.
Entering into joint venture investments aligns our interests with the interests of our Investment Partner for the benefit of the holders of our Class A units by leveraging of our capital resources and our Investment Partner’s extensive industry relationships and significant acquisition, development and management expertise to: (i) achieve potentially greater returns on our invested capital; (ii) diversify our access to investment opportunities; and (iii) promote our brand and potentially increase our market share.
Petersburg is the 5th largest city in Florida and the 86th largest city in the United States and an annual population growth rate of approximately 0.7% in 2023. Downtown St. Petersburg is one of the fastest growing neighborhoods in the Tampa-St.
Petersburg is the 5th largest city in Florida and the 89th largest city in the United States and an annual population growth rate of approximately 0.73% as of March 2026. Downtown St. Petersburg is one of the fastest growing neighborhoods in the Tampa-St.
An eligible investor may elect to increase the tax basis with respect to its qualified opportunity fund investment interest to the fair market value of the investment interest, and similarly may elect to exclude from income gains from sales of non-inventory assets by the qualified opportunity fund, if the investor holds the qualified opportunity fund investment interest for a period of ten years or more prior to the date of sale, up to December 31, 2047.
Under OZ 1.0 an eligible investor may elect to increase the tax basis with respect to its QOF investment interest to the fair market value of the investment interest on the date on which it is sold or exchanged, and similarly may elect to exclude from income gains from sales of non-inventory assets by the QOF, if the investor holds the QOF investment interest for a period of ten years or more prior to the date of sale or exchange, up to December 31, 2047.
On June 26, 2024, our indirect majority-owned subsidiary entered into a fixed-rate loan for $10.0 million in principal amount with KHRE SMA Funding, LLC, which is secured by 900 8th Avenue South (the “900 8th Land Loan”).
On June 26, 2024, we, through our indirect majority-owned subsidiary, 900 Eighth LP (“900 Eighth”), entered into a fixed-rate loan for $10.0 million in principal amount with KHRE SMA Funding, LLC, which is secured by 900 8th Avenue South (the “900 8th Land Loan”). The 900 8th Land Loan bears interest at a rate of 9.50% per annum.
Subject to the limitations set forth in our Amended and Restated Limited Liability Company Operating Agreement (our “Operating Agreement”), a team of investment and asset management professionals, acting through our Manager, makes all decisions regarding the origination, selection, evaluation, structuring, acquisition, financing and development of our commercial real estate properties, real estate-related assets, including commercial real estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses.
Subject to the limitations set forth in our Amended and Restated Limited Liability Company Operating Agreement (our “Operating Agreement”), a team of investment and asset management professionals, acting through our Manager, makes all decisions regarding the origination, selection, evaluation, structuring, acquisition, financing and development of our commercial real estate properties, real estate-related assets, including commercial real estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses. 5 Table of Contents Our Manager also provides portfolio management, marketing, investor relations, financial, accounting and other administrative services on our behalf with the goal of maximizing our operating cash flow and preserving our invested capital.
There are more than 8,700 qualified opportunity zones throughout the United States and its territories. 6 Table of Contents A “qualified opportunity fund” is generally defined as an investment vehicle that is taxed as a corporation or partnership for U.S. federal income tax purposes and organized to invest in, and at least 90% of its assets consist of, qualified opportunity zone property (the “90% Asset Test”).
A qualified opportunity fund (“Qualified Opportunity Fund”) is generally defined as an investment vehicle that is taxed as a corporation or partnership for U.S. federal income tax purposes and organized to invest in, and at least 90% of its assets consist of, qualified opportunity zone property (the “90% Asset Test”).
As of December 31, 2024, we have drawn down $29.5 million on the 1000 First Construction Loan. 1000 First Interest Rate Cap As required under the terms of the 1000 First Construction Loan Agreement, our indirect majority-owned subsidiary also entered into an interest rate cap agreement, effective June 28, 2024 (the “1000 First Interest Rate Cap”), which, as of December 31, 2024, had a notional amount of approximately $104.0 million, a one-month SOFR rate based strike price of 6.25%, and which is due to mature on July 1, 2025. 9 Table of Contents 1701, 1702 and 1710 Ringling Boulevard – Sarasota, Florida – 1701 Ringling Boulevard (“1701 Ringling”) and 1710 Ringling Boulevard (“1710 Ringling”) make up a 1.6-acre site, consisting of a six-story office building and a parking lot which we acquired for an aggregate purchase price of $7.0 million, inclusive of transaction costs.
VIV Interest Rate Cap As required under the terms of the 1000 First Construction Loan Agreement, on June 26, 2025, our indirect majority-owned subsidiary entered into an interest rate cap agreement, effective July 1, 2025 with a notional amount of $104.0 million, a strike price of 6.25%, and which is scheduled to mature on July 1, 2026. 1701, 1702 and 1710 Ringling Boulevard – Sarasota, Florida – 1701 Ringling Boulevard (“1701 Ringling”) and 1710 Ringling Boulevard (“1710 Ringling”) make up a 1.6-acre site, consisting of a six-story office building and a parking lot which we acquired for an aggregate purchase price of $7.0 million, inclusive of transaction costs.
We, our Manager and our Sponsor are a party to an employee and cost sharing agreement (the “Employee and Cost Sharing Agreement”) pursuant to which our Sponsor provides our Manager with access to portfolio management, asset valuation, risk management and asset management services, as well as administration services addressing legal, compliance, investor relations and information technologies necessary for the performance by our Manager of its duties under the Management Agreement.
We, our Operating Companies, our Manager, our Sponsor and certain of our Sponsor’s subsidiaries, associates and affiliates (collectively, the “Sponsor Group”) are party to an Amended and Restated Services and Cost Sharing Agreement (the “Services and Cost Sharing Agreement”) pursuant to which the Sponsor Group provides our Manager with access to portfolio management, asset valuation, risk management and asset management services, as well as administration services addressing legal, compliance, investor relations and information technologies necessary for the performance by our Manager of its duties under the Management Agreement.
UConn ranked 26th among “top public universities” nationally in the 2024 U.S. New & World Report (“U.S.
UConn ranked 32nd among “Top Public Schools” nationally in the 2025 U.S. New & World Report (“U.S.
However, notwithstanding a qualified opportunity fund’s failure to meet the 90% Asset Test, no penalty will be imposed if the fund demonstrates that its failure is due to reasonable cause. We initially qualified as a qualified opportunity fund beginning with our taxable year ended December 31, 2020.
However, notwithstanding a qualified opportunity fund’s failure to meet the 90% Asset Test, no penalty will be imposed if the fund demonstrates that its failure is due to reasonable cause.
The construction management agreement contains terms and conditions that are customary for a project of this type and is subject to a GMP of $140.5 million. 1000 First Construction Loan On June 28, 2024, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement (the “1000 First Construction Loan Agreement”) for up to $104.0 million in principal amount (the “1000 First Construction Loan”) with various lenders, which is secured by 1000 First.
VIV Construction Loan On June 28, 2024, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement (the “1000 First Construction Loan Agreement”) for up to $104.0 million in principal amount (the “1000 First Construction Loan”) with various lenders, which is secured by VIV.
The 1000 First Construction Loan has an initial maturity date of June 28, 2027 and contains two one-year extension options, subject to certain restrictions.
The 1000 First Construction Loan has an initial maturity date of June 28, 2027 and contains two one-year extension options, subject to certain restrictions. As of December 31, 2025, we have drawn down $81.3 million on the 1000 First Construction Loan.
The opportunity zone regulations allow a qualified opportunity fund to apply the 90% Asset Test without taking into account any investments received in the 6-month period preceding the Test Date, provided those investments are (i) received (a) solely in exchange for stock by a qualified opportunity fund that is a corporation, or (b) as a contribution by a qualified opportunity fund that is a partnership, and (ii) held continuously from the fifth business day after the exchange or contribution, as applicable, through the Test Date in cash, cash equivalents or debt instruments with a term of 18 months or less.
On September 30, 2025, the Treasury and IRS issued guidance which identified more than 3,300 rural areas within the qualified opportunity zones already designated under OZ 1.0, however, transitional and new regulations for OZ 2.0 have yet to be issued The Opportunity Zone Regulations allow a QOF to apply the 90% Asset Test without taking into account any investments received in the 6-month period preceding the Test Date, provided those investments are (i) received (a) solely in exchange for stock by a QOF that is a corporation, or (b) as a contribution by a QOF that is a partnership, and (ii) held continuously from the fifth business day after the exchange or contribution, as applicable, through the Test Date in cash, cash equivalents or debt instruments with a term of 18 months or less.
We acquired a majority ownership interest in CMC Storrs SPV, LLC (“CMC”), the holding company for 497-501 Middle, for an initial capital contribution of $3.8 million.
On June 28, 2022, through an indirect majority-owned subsidiary, we acquired a 70.2% controlling interest (the “CMC Interest”) in CMC Storrs SPV, LLC (“CMC”), the holding company for 497-501 Middle, for an initial capital contribution of $3.8 million.
Our Investments As of the date of this Form 10-K, our investment portfolio consisted of the following commercial and mixed-use rental properties: 1991 Main Street – Sarasota, Florida (“Aster & Links”) – 1991 Main Street (“1991 Main” or “Aster & Links”) is a 5.13-acre site which was acquired for an aggregate purchase price of $20.7 million, inclusive of transaction costs and deferred financing fees.
This benefit will not be available with respect to sales or exchanges after December 31, 2047. 7 Table of Contents Our Investments As of the date of this Form 10-K, our investment portfolio consisted of the following commercial and mixed-use properties: 1991 Main Street – Sarasota, Florida (“Aster & Links”) – 1991 Main Street (“1991 Main” or “Aster & Links”) is a 5.13-acre mixed-use luxury development site in downtown Sarasota, Florida, which we acquired for an aggregate purchase price of $20.7 million, inclusive of transaction costs.
Our Manager may from time to time modify our leverage policy in its discretion in light of then-current economic conditions, relative costs of debt and equity capital, market values of our assets, general conditions in the market for debt and equity securities, growth and acquisition opportunities or other factors. For an overview of our borrowings, see Item 7.
An example of debt at the Company level is a line of credit obtained by us or our Operating Companies. 12 Table of Contents Our Manager may from time to time modify our leverage policy in its discretion in light of then-current economic conditions, relative costs of debt and equity capital, market values of our assets, general conditions in the market for debt and equity securities, growth and acquisition opportunities or other factors.
Provided these requirements are met, for U.S. federal income tax purposes an eligible investor will not be required to pay federal income tax on a sale of its qualified opportunity fund investment interest. This benefit will not be available with respect to sales or exchanges after December 31, 2047.
Provided these requirements are met, for U.S. federal income tax purposes an eligible investor will not be required to pay federal income tax on a sale of its QOF investment interest.
News & World Report ranked Sarasota as the 5th best place to live in the United States for 2023-2024, number two among the fastest growing places in the U.S., and the 18th best place to retire. Sarasota is headquarters to a diverse group of large companies, such as Boar’s Head Provisions, CAE Healthcare, PGT Innovations, Tervis, Sun Hydraulics and Voalte.
News & World Report ranked Sarasota as the 59th best place to live in Florida for 2025-2026, and the 4th best place to retire in the United States. Sarasota is headquarters to a diverse group of large companies, such as Boar’s Head Provisions, CAE Healthcare, Sun Hydraulics and Voalte.
The 900 8th Land Loan bears interest at a rate of 9.50% per annum, and is due to mature on June 26, 2025, with two six-month extension options, subject to certain restrictions. 900 8th Avenue South is located in central Nashville at the north end of the 8th Avenue South District, within walking distance of a number of popular retail, dining and nightlife establishments in downtown Nashville.
In 2025, we exercised all six-month extension options on the 900 8th Land Loan, extending the maturity to July 2026. 900 8th Avenue South is located in central Nashville at the north end of the 8th Avenue South District, within walking distance of a number of popular retail, dining and nightlife establishments in downtown Nashville.
Aster & Links offers a range of high-end amenities for residents, including a clubroom, fitness room, center courtyard with heated saltwater pool and roof top amenities including a community room and a private dining area for private events as well as outdoor grills and seating. Each building has its own leasing office to assist new residents.
Aster & Links features an extensive suite of resident amenities, including a clubroom, fitness center, center courtyards with heated saltwater pools and rooftop amenities such as a community room, a private dining area for events, and outdoor grills and seating. Each building contains its own leasing office to support new residents.
Eligible investors who have not properly followed the instructions for Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments , may receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments , or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments , from the Internal Revenue Service (“IRS”) if the IRS is missing information, the investor entered invalid information, or the requirements to maintain a qualifying investment have not been followed.
Internal Revenue Service (“IRS”) if the IRS is missing information, the investor entered invalid information, or the requirements to maintain a qualifying investment have not been followed. Eligible investors who receive a Letter 6502 or a Letter 6503 may need to file an amended return or an administrative adjustment request with a properly completed Form 8997.
Qualified Opportunity Zone Program The opportunity zone program is a community development program established by the Tax Cuts and Jobs Act of 2017 to encourage new long-term investment in low-income urban and rural communities nationwide.
Qualified Opportunity Zone Program The opportunity zone program is a community development program established by the Tax Cuts and Jobs Act of 2017 (the “JOBS Act” or “OZ 1.0”), and later expanded, and certain provisions originally set to expire permanently extended, by the One Big Beautiful Bill Act of 2025 (the “OBBBA” or “OZ 2.0”), to encourage new long-term investment in low-income urban and rural communities nationwide.
We will pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering. In addition, our Follow-on Registration Statement constitutes a post-effective amendment to our Primary Registration Statement, conforming our Primary Offering to our Follow-on Offering.
We pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering. For the year ended December 31, 2025, we issued 172,523 Class A units in connection with our Follow-on Offering.
Aster & Links is well-positioned to be a premier residential and retail destination in the heart of this vibrant city. 1991 Main Construction Management Agreement During the year ended December 31, 2022, our indirect wholly-owned subsidiary entered into a construction management agreement for the development of Aster & Links.
Aster & Links Construction Management Agreement During the year ended December 31, 2022, our indirect wholly-owned subsidiary entered into a construction management agreement for the development of Aster & Links (the “1991 Main CMA”).
The 180-day period generally begins on the day on which the gains would be recognized for U.S. federal income tax purposes had they not been reinvested into a qualified opportunity fund.
The 180-day period generally begins on the day on which the gains would be recognized for U.S. federal income tax purposes had they not been reinvested into a QOF. Under OZ 1.0 Deferred Capital Gains are recognized on the earlier of (i) December 31, 2026, or (ii) the date on which an inclusion event occurs.
Petersburg, Florida), which we acquired for an aggregate purchase price of $12.1 million, inclusive of transaction costs, with the intent to consolidate them and develop into a 15-story high-rise building at 1000 First Avenue North, St. Petersburg, Florida (“1000 First” or “Viv”). As of December 31, 2024, construction on Viv was 72% complete.
Petersburg, Florida (“VIV”) – 1000 First Avenue North, St. Petersburg, Florida (“1000 First” or “VIV”) consists of several parcels, totaling approximately 1.6-acres, which we acquired for an aggregate purchase price of $12.1 million, inclusive of transaction costs. As of December 31, 2025, construction was approximately 99.2% complete.
On August 24, 2023, through an indirect majority-owned subsidiary of our Operating Company, we acquired land located in Sarasota, Florida, that was previously subject to a ground lease for a purchase price of $4.9 million, inclusive of transaction costs of $0.1 million. We accounted for the transaction as an asset acquisition.
In August 2023, we acquired an adjacent parcel that was previously subject to a ground lease for a purchase price of $4.9 million, inclusive of transaction costs.
Sarasota’s metro area economy is the largest of the southwest Florida markets and has had very strong gains in jobs, population, and home values over the past few years.
Sarasota’s metro area economy has historically been the largest of the southwest Florida markets and has experienced strong gains in jobs, population, and home values over the past few years. We believe that Aster & Links is well-positioned to be a premier residential and retail destination in the heart of what will continue to be a vibrant city.
The construction management agreement contains terms and conditions that are customary for a project of this type and is subject to a guaranteed maximum price (a “GMP”).
The 1000 First CMA contains terms and conditions that are customary for a project of this type and will be subject to a GMP of $141.5 million.
The parcels have received approval for a mixed-use development including residential, retail and office with a maximum of 300 residential multi-family units and a maximum of seven stories. 1700 Main Street – Sarasota, Florida – 1700 Main Street (“1700 Main”) is a 1.3-acre site, consisting of a former gas station, a three-story office building with parking lot and a two-story retail building, which we acquired for an aggregate purchase price of $6.9 million, inclusive of transaction costs.
WP South has posted a $150,000 earnest money deposit with an escrow agent (the “Earnest Money”), which Earnest Money is, and any deposits for extension by WP South are, non-refundable after the Inspection Date, except as otherwise provided in the Amended 900 8th Purchase and Sale Agreement. 1700 Main Street – Sarasota, Florida – 1700 Main Street (“1700 Main”) is a 1.3-acre site, consisting of a former gas station, a three-story office building with parking lot and a two-story retail building, which we acquired for an aggregate purchase price of $6.9 million, inclusive of transaction costs.
The opportunity zone program provides a tax incentive for investors to re-invest their unrealized capital gains into qualified opportunity funds dedicated to investing in “qualified opportunity zones.” Qualified opportunity zones are census tracts identified and nominated by the chief executives of every state and territory of the United States ( e.g ., state governors) and designated by the Secretary of the Treasury.
The opportunity zone program provides tax incentives for investors to re-invest their unrealized capital gains into qualified opportunity funds dedicated to investing in qualified opportunity zones.
Eligible investors who receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments , or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments , may need to file an amended return or an administrative adjustment request with a properly completed Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments .
Eligible investors who have not properly followed the instructions for Form 8997 may receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments (“Letter 6502”), or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments (“Letter 6503”), from the U.S.
We currently anticipate construction to be substantially completed in the second half of 2025, with leasing to begin prior. Viv is comprised of two 11-story residential towers above a 4-story parking garage, featuring 269-apartment homes with a mix of studio, one-bedroom, two-bedroom and three-bedroom units, with approximately 15,500 square feet of retail space located on the first level.
Leasing commenced in October 2025, and the first residential move-ins occurred in November 2025. As of March 8, 2026, VIV was greater than 37% leased. VIV consists of two 11-story residential towers above a four-story parking structure containing 269 apartment homes with a mix of studio, one-, two-, and three-bedroom units, and approximately 15,500 square feet of ground-floor retail space.
For the year ended December 31, 2024, we issued 41,774 Class A units in connection with our Public Offerings. Together with the gross proceeds raised by Belpointe REIT in its prior offerings, as of December 31, 2024, we have raised aggregate gross offering cash proceeds of $357.3 million.
Together with the gross proceeds raised in our primary offering, which expired in 2024 (our “Primary Offering” and together with our Follow-on Offering, our “Public Offerings”), and the gross proceeds raised in Belpointe REIT’s prior offerings, as of December 31, 2025, we have raised aggregate gross offering cash proceeds of $368.6 million.
As of December 31, 2024, the principal balance of the 1991 Main Mezzanine Loan was $46.2 million. 8 Table of Contents 1900 Fruitville Road – Sarasota Florida – 1900 Fruitville Road was a 1.2-acre site, consisting of a retail building and parking lot, which we acquired for an aggregate purchase price of $4.7 million, inclusive of transaction costs.
In July 2024, we also completed the redevelopment of 1900 Fruitville Road, a nearby 1.2-acre site which we acquired for an aggregate purchase price of $4.7 million, inclusive of transaction costs, to provide additional non-exclusive parking for Aster & Links’ retail tenants, including Sprouts Farmers Market ® (“Sprouts”).
Aster & Links is comprised of 424 luxury residential units, including a mix of one-bedroom, two-bedroom, three-bedroom, four-bedroom apartments, townhome-style penthouse apartments, and six guest suite apartments, with approximately 51,000 square feet of retail space located on the first level.
During the year ended December 31, 2024, we substantially completed construction and began leasing at Aster & Links. The property comprises two distinct ten-story buildings with a total of 424 luxury residential units, including a mix of one-, two-, three-, and four-bedroom apartments, townhome-style penthouse residences, and six guest suites.
Deferred Capital Gains are recognized on the earlier of December 31, 2026 or the date on which an inclusion event occurs, such as the date on which the investor sells its qualified opportunity fund investment.
Under OZ 2.0 Deferred Capital Gains are recognized on the earlier of the date (i) which is five years after their reinvestment into a QOF, or (ii) on which an inclusion event occurs.
The project will include nearly 8 million square feet of mixed-use development and result in over $6.5 billion in investment over the next 20 years. St. Petersburg placed 42 nd on Niche’s 2024 Best Cities to Live in America list, earning an Overall Niche Grade of “A.” St.
The property offers direct access to downtown amenities, including public parking, restaurants, museums, and cultural attractions. St. Petersburg placed 46th on Niche’s 2025 Best Cities to Live in America list, earning an Overall Niche Grade of “A.” St.
We currently anticipate that the funding for construction and soft costs associated with the development will be a minimum of $187.5 million, inclusive of the GMP, and are building to an estimated unlevered yield of greater than 6%. 1991 Main Construction Loan On May 12, 2023, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement (the “1991 Main Construction Loan Agreement”) for up to $130.0 million in principal amount (the “1991 Main Construction Loan”) with Bank OZK (the “Mortgage Lender”), which is secured by Aster & Links.
The 1991 Main CMA contains terms and conditions that are customary for a project of this type and is subject to a guaranteed maximum price (a “GMP”). The funding for construction associated with the development will be a minimum of $180.2 million, inclusive of the GMP, and are building to an estimated unlevered yield of greater than 6%.
Removed
On September 30, 2021, the U.S. Securities and Exchange Commission (the “SEC”) declared effective our initial registration statement on Form S-11, as amended (File No. 333-255424) (the “Primary Registration Statement”), registering a continuous primary offering of up to $750,000,000 in our Class A units (our “Primary Offering”).
Added
The purchase price for Class A units in our Follow-on Offering is the lesser of (i) the current net asset value (the “NAV”) of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American (the “NYSE”) during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading and trading in our Class A units occurred.
Removed
From the period of October 7, 2021, the date of the first closing held in connection with our Primary Offering, through December 31, 2023, we issued 2,372,289 Class A units in our Primary Offering, raising net offering proceeds of $233.5 million.
Added
Our Manager calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public announcement. On March 4, 2026, we announced that our NAV as of December 31, 2025 was equal to $116.17 per Class A unit.
Removed
Our Manager also provides portfolio management, marketing, investor relations, financial, accounting and other administrative services on our behalf with the goal of maximizing our operating cash flow and preserving our invested capital.
Added
We are externally managed by Belpointe PREP Manager, LLC (our “Manager”), which is an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”).
Removed
As the acquired land is being held for development, the total purchase price was allocated to Real estate under construction on the consolidated balance sheets . 7 Table of Contents During the year ended December 31, 2024, we completed construction and began lease up at Aster & Links, our mixed-use luxury development in downtown Sarasota, Florida.
Added
“Qualified opportunity zones” are census tracts identified and nominated by the chief executives of every state and territory of the United States ( e.g ., state governors) and designated by the Secretary of the Treasury. 6 Table of Contents There were more than 8,700 qualified opportunity zones designated throughout the United States and its territories under OZ 1.0, and the OBBBA calls for the nomination and designation of new opportunity zones under OZ 2.0 beginning July 1, 2026, and again every ten-year period thereafter.
Removed
Aster & Links is made up of two distinct 10 story buildings and features over 900 garage and surface-level parking spaces, designed to cater to both residents and retail visitors. In May 2023, we announced the signing of a definitive lease agreement with Sprouts Farmers Market (“Sprouts”).
Added
The opportunity zones designated under OZ 1.0 will remain in effect until December 31, 2026, and on January 1, 2027, and every ten-year period thereafter, the newly designated opportunity zones under OZ 2.0. will take effect.
Removed
Sprouts, which opened in September 2024 and occupies 23,000 square feet of retail space at Aster & Links, serves as a key anchor tenant, bringing fresh, natural and organic food options to the heart of downtown Sarasota.
Added
We initially qualified as a Qualified Opportunity Fund beginning with our taxable year ended December 31, 2020, and we currently intend to manage our affairs so that we continue to meet the requirements for classification as a Qualified Opportunity Fund pursuant to Section 1400Z-2 of the Code and the related regulations issued by the U.S.
Removed
Advances under the 1991 Main Construction Loan bear interest at a per annum rate equal to the one-month term Secured Overnight Financing Rate (SOFR) plus 3.45%, subject to a minimum all-in per annum rate of 8.51%, and may be used to fund the development of Aster & Links.
Added
Department of the Treasury (the “Treasury”) and U.S. Internal Revenue Service (the “IRS”) on December 19, 2019, together with the correcting amendments issued on April 6, 2020, additional relief issued on January 13, 2021 and further correcting amendments issued on August 5, 2021 (collectively the “Opportunity Zone Regulations”).
Removed
The 1991 Main Construction Loan has an initial maturity date of May 12, 2027 and contains a one-year extension option, subject to certain restrictions.
Added
The OBBBA created a new category of qualified opportunity fund called the qualified rural opportunity fund (“Qualified Rural Opportunity Fund” and, together with Qualified Opportunity Funds, “QOFs”) which is an investment vehicle that is taxed as a corporation or partnership for U.S. federal income tax purposes and organized to invest in, and at least 90% of its assets consist of, qualified opportunity zone property located in rural areas.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeEligible investors may also elect to increase the tax basis of Class A units held by them to their fair market value on the date of sale or exchange if they hold our Class A units for a period of ten years or more, up to December 31, 2047.
Biggest changeUnder OZ 1.0 an eligible investor may elect to increase the tax basis with respect to its QOF investment interest to the fair market value of the investment interest on the date on which it is sold or exchanged, and similarly may elect to exclude from income gains from sales of non-inventory assets by the QOF, if the investor holds the QOF investment interest for a period of ten years or more prior to the date of sale or exchange, up to December 31, 2047.
Our investment guidelines delegate to our Manager discretion and authority to execute acquisitions and dispositions of investments (including the reinvestment of capital basis and gains) in commercial real estate properties, real estate-related assets, including commercial real estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses, provided such investments are consistent with our investment objectives and strategy and our investment guidelines.
Our investment guidelines delegate to our Manager discretion and authority to execute acquisitions and dispositions of investments (including the reinvestment of capital basis and gains) in commercial real estate properties, real estate-related assets, including commercial real estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses, provided such investments are consistent with our investment objectives and strategy and our investment guidelines.
We intend to seek opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our equity as transaction consideration.
We intend to seek opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses. We intend to seek opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our equity as transaction consideration.
It is important to note that the determination of our NAV is not based on, nor is it intended to comply with, fair value standards under U.S. GAAP, and our NAV may not be indicative of the price that we would receive for our assets at current market conditions.
It is important to note that the determination of our NAV is not based on, nor is it intended to comply with, fair value standards under U.S. GAAP, and our NAV may not be indicative of the price that we would receive for our assets at current market conditions.
The following factors, among others, may adversely affect the real estate industry, including our properties, and could therefore adversely impact our financial condition and results of operations: ● interest rate fluctuations and lack of availability of financing; 26 Table of Contents ● changes in national, regional or local economic, demographic or capital market conditions; ● persistent inflation; ● a lack of appropriate real estate investment opportunities, including appropriate qualified opportunity zone investment opportunities; ● disease outbreaks; ● acts of war, cyberattacks or terrorism; ● bank liquidity; ● increases in borrowing rates; ● changes in environmental and zoning laws; ● fluctuations in energy costs; ● overbuilding and increased competition for properties targeted by our investment strategy; ● future adverse national real estate trends, including increasing vacancy rates, declining rental rates and general deterioration of market conditions; ● changes in supply and demand fundamentals; ● limitations, reductions or eliminations of tax benefits; ● casualty or condemnation losses; ● bankruptcy, financial difficulty or lease default of a major tenant; ● regulatory limitations on rent; ● increased mortgage defaults and the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable; ● changes in laws, regulations and fiscal policies, including increases in property taxes and limitations on rental rates; ● natural disasters, severe weather patterns and similar events; ● declines in consumer confidence and spending; and ● public perception that any of the above events may occur.
The following factors, among others, may adversely affect the real estate industry, including our properties, and could therefore adversely impact our financial condition and results of operations: ● interest rate fluctuations and lack of availability of financing; ● changes in national, regional or local economic, demographic or capital market conditions; ● persistent inflation; ● a lack of appropriate real estate investment opportunities, including appropriate qualified opportunity zone investment opportunities; ● disease outbreaks; ● acts of war, cyberattacks or terrorism; ● bank liquidity; ● increases in borrowing rates; ● changes in environmental and zoning laws; ● fluctuations in energy costs; ● overbuilding and increased competition for properties targeted by our investment strategy; ● future adverse national real estate trends, including increasing vacancy rates, declining rental rates and general deterioration of market conditions; ● changes in supply and demand fundamentals; ● limitations, reductions or eliminations of tax benefits; ● casualty or condemnation losses; ● bankruptcy, financial difficulty or lease default of a major tenant; ● regulatory limitations on rent; ● increased mortgage defaults and the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable; ● changes in laws, regulations and fiscal policies, including increases in property taxes and limitations on rental rates; ● natural disasters, severe weather patterns and similar events; ● declines in consumer confidence and spending; and 28 Table of Contents ● public perception that any of the above events may occur.
Such development and redevelopment activities entail risks that could adversely impact our financial condition and results of operations, including: ● construction costs, which may exceed our original estimates due to increases in materials, labor or other costs, which could make the project less profitable; ● permitting or construction delays, which may result in increased debt service expense and increased project costs, as well as deferred revenue; ● supply chain issues or other unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which could make the project less profitable; ● federal, state and local grants to complete certain highways, interchange, bridge projects or other public improvements may not be available, which could increase costs and make the project less profitable; ● availability and timely receipt of zoning and other regulatory approvals to develop or redevelop our properties for a particular use or with respect to a particular improvement; ● claims for warranty, product liability and construction defects after a property has been built; ● claims for injuries that occur in the course of construction activities; ● poor performance or nonperformance by, or disputes with, any of our contractors, subcontractors or other third parties on whom we will rely; ● health and safety incidents and site accidents; ● unforeseen engineering, environmental or geological problems, which may result in delays or increased costs; ● labor shortages, slowdowns or interruptions; ● compliance with environmental planning and protection regulations and related legal proceedings; ● liabilities, expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings; ● delay or inability to acquire property, rights of way or easements that may result in delays or increased costs; ● acts of war, cyberattacks or terrorism; and ● weather-related and geological interference, including landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs.
Such development and redevelopment activities entail risks that could adversely impact our financial condition and results of operations, including: ● construction costs, which may exceed our original estimates due to increases in materials, labor or other costs, which could make the project less profitable; ● permitting or construction delays, which may result in increased debt service expense and increased project costs, as well as deferred revenue; ● supply chain issues or other unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which could make the project less profitable; ● federal, state and local grants to complete certain highways, interchange, bridge projects or other public improvements may not be available, which could increase costs and make the project less profitable; ● availability and timely receipt of zoning and other regulatory approvals to develop or redevelop our properties for a particular use or with respect to a particular improvement; ● claims for warranty, product liability and construction defects after a property has been built; ● claims for injuries that occur in the course of construction activities; ● poor performance or nonperformance by, or disputes with, any of our contractors, subcontractors or other third parties on whom we will rely; ● health and safety incidents and site accidents; ● unforeseen engineering, environmental or geological problems, which may result in delays or increased costs; ● labor shortages, slowdowns or interruptions; ● compliance with environmental planning and protection regulations and related legal proceedings; ● liabilities, expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings; ● delay or inability to acquire property, rights of way or easements that may result in delays or increased costs; 29 Table of Contents ● acts of war, cyberattacks or terrorism; and ● weather-related and geological interference, including landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs.
Our future also depends on the continued contributions of the executive officers and other key personnel of our Sponsor acting through our Manager, each of whom would be difficult to replace. In particular, each of Brandon Lacoff and Martin Lacoff is critical to the management of our business and operations and the development of our strategic direction.
Our future also depends on the continued contributions of the executive officers and other key personnel of the Sponsor Group acting through our Manager, each of whom would be difficult to replace. In particular, each of Brandon Lacoff and Martin Lacoff is critical to the management of our business and operations and the development of our strategic direction.
For so long as we remain an emerging growth company, we will not be required to: ● have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); ● submit certain executive compensation matters to member advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding member vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding member vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or ● disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.
For so long as we remain an emerging growth company, we will not be required to: ● have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); ● submit certain executive compensation matters to member advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding member vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding member vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or 22 Table of Contents ● disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.
In addition, our Manager and our Sponsor only have limited assets and our recourse against our Manager or our Sponsor if our Manager does not fulfill its obligations under the Management Agreement, is limited to termination of the Management Agreement.
In addition, our Manager and the Sponsor Group only have limited assets and our recourse against our Manager or the Sponsor Group if our Manager does not fulfill its obligations under the Management Agreement, is limited to termination of the Management Agreement.
The Management Agreement provides our Manager with broad powers and authority which may result in one or more conflicts of interest between your interests and those of our Manager and its affiliates.
The interests of our Manager, and its affiliates may conflict with your interests. The Management Agreement provides our Manager with broad powers and authority which may result in one or more conflicts of interest between your interests and those of our Manager and its affiliates.
Some additional risks and conflicts related to our joint venture investments (including joint venture investments with our Manager, Sponsor and members of the Belpointe SP Group) include: ● the joint venture partner may have economic or other interests that are inconsistent with our interests, including interests relating to the financing, management, operation, leasing or sale of the assets purchased by such joint venture; ● tax, Investment Company Act and other regulatory requirements applicable to the joint venture partner may cause it to want to take actions contrary to our interests; ● the joint venture partner may have joint control of the joint venture even in cases where its economic stake in the joint venture is significantly less than ours; ● under the joint venture arrangement, neither we nor the joint venture partner will be in a position to unilaterally control the joint venture, and deadlocks may occur.
Some additional risks and conflicts related to our joint venture investments (including joint venture investments with our Manager, Sponsor and members of the Belpointe SP Group) include: ● the joint venture partner may have economic or other interests that are inconsistent with our interests, including interests relating to the financing, management, operation, leasing or sale of the assets purchased by such joint venture; ● tax, Investment Company Act and other regulatory requirements applicable to the joint venture partner may cause it to want to take actions contrary to our interests; 25 Table of Contents ● the joint venture partner may have joint control of the joint venture even in cases where its economic stake in the joint venture is significantly less than ours; ● under the joint venture arrangement, neither we nor the joint venture partner will be in a position to unilaterally control the joint venture, and deadlocks may occur.
As of the year ended December 31, 2024, we had 17 qualified opportunity zone investments in three states and are primarily reliant on the proceeds derived from our public offerings and any financing that might be provided by our Sponsor or its affiliates to fund our operations.
As of the year ended December 31, 2025, we had 17 qualified opportunity zone investments in three states and are primarily reliant on the proceeds derived from our public offerings and any financing that might be provided by our Sponsor or its affiliates to fund our operations.
In addition, any risk management failures could cause fund losses to be significantly greater than historical measures predict. 25 Table of Contents Risks Related to our Assets and Investments Our success is dependent on general market and economic conditions as well as numerous other factors outside of our control.
In addition, any risk management failures could cause fund losses to be significantly greater than historical measures predict. 26 Table of Contents Risks Related to our Assets and Investments Our success is dependent on general market and economic conditions as well as numerous other factors outside of our control.
In addition, Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments, requires eligible taxpayers holding a qualified opportunity fund investment at any point during the tax year to report: (i) qualified opportunity fund investments holdings at the beginning and end of the tax year; (ii) current tax year capital gains deferred by investing in a qualified opportunity fund; and (iii) qualified opportunity fund investments disposed of during the tax year.
In addition, Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments (“Form 8997”) , requires eligible taxpayers holding a qualified opportunity fund investment at any point during the tax year to report: (i) qualified opportunity fund investments holdings at the beginning and end of the tax year; (ii) current tax year capital gains deferred by investing in a qualified opportunity fund; and (iii) qualified opportunity fund investments disposed of during the tax year.
These factors increase the risk that your investment may not generate returns comparable to other investment alternatives. Our Class A units are listed on the NYSE American, however, an active, liquid and orderly market for our Class A units may not develop or be sustained.
These factors increase the risk that your investment may not generate returns comparable to other investment alternatives. Our Class A units are listed on the NYSE American, however, an active, liquid and orderly market for our Class A units may not be sustained.
Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. Hedging instruments are often not traded on regulated exchanges or guaranteed by an exchange or its clearing house and involve risks and costs that could result in material losses.
Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. 36 Table of Contents Hedging instruments are often not traded on regulated exchanges or guaranteed by an exchange or its clearing house and involve risks and costs that could result in material losses.
You may not receive cash distributions from us equal to your share of our taxable income or even equal to the actual tax due from you with respect to that income. You will likely be subject to state and local taxes and return filing requirements as a result of investing in our Class A units.
You may not receive cash distributions from us equal to your share of our taxable income or even equal to the actual tax due from you with respect to that income. 39 Table of Contents You will likely be subject to state and local taxes and return filing requirements as a result of investing in our Class A units.
We may elect to issue and sell additional units in future private or public offerings or issue units to our Manager or its affiliates, including our Sponsor, in payment of outstanding fees and expenses. We also intend to seek opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our equity as transaction consideration.
We may elect to issue and sell additional units in future private or public offerings or issue units to our Manager or its affiliates, including members of the Sponsor Group, in payment of outstanding fees and expenses. We also intend to seek opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our equity as transaction consideration.
These programmatic joint ventures will enable us to increase our presence and expertise in multiple regions. 23 Table of Contents ● Our Manager or a member of the Belpointe SP Group will enter into joint ventures with experienced local developers to co-invest and co-develop projects on a deal-by-deal basis.
These programmatic joint ventures will enable us to increase our presence and expertise in multiple regions. ● Our Manager or a member of the Belpointe SP Group will enter into joint ventures with experienced local developers to co-invest and co-develop projects on a deal-by-deal basis.
A member of the Belpointe SP Group may act as the co-developer of projects with the joint venture partners and developers. ● Our Manager or a member of the Belpointe SP Group will enter into joint ventures with independent third-party experienced local developers to co-invest and co-develop on our behalf.
A member of the Belpointe SP Group may act as the co-developer of projects with the joint venture partners and developers. 24 Table of Contents ● Our Manager or a member of the Belpointe SP Group will enter into joint ventures with independent third-party experienced local developers to co-invest and co-develop on our behalf.
At the same time, the more money we raise in our Public Offerings, and any other offerings that we may conduct, the greater our challenge will be to invest all of the net offering proceeds in investments that meet our investment criteria.
At the same time, the more money we raise in our Follow-on Offering, and any other offerings that we may conduct, the greater our challenge will be to invest all of the net offering proceeds in investments that meet our investment criteria.
The loss of the services of Brandon Lacoff, Martin Lacoff or other executive officers or key personnel of our Sponsor and the process to replace any of our Sponsor’s key personnel would involve substantial time and expense and may significantly delay or prevent the achievement of our business objectives.
The loss of the services of Brandon Lacoff, Martin Lacoff or other executive officers or key personnel of the Sponsor Group and the process to replace any of the Sponsor Groups’ key personnel would involve substantial time and expense and may significantly delay or prevent the achievement of our business objectives.
An inactive market may also impair our ability to raise capital by selling Class A units and may impair our ability to make opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our Class A units as consideration. 14 Table of Contents If we are unable to raise sufficient proceeds in our ongoing Public Offerings, and any other offerings that we may conduct, we may not be able to fund all of our existing projects or find additional suitable investments, and, as a result, we may not be able to achieve our investment objectives or pay distributions.
An inactive market may also impair our ability to raise capital by selling Class A units and may impair our ability to make opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our Class A units as consideration. 15 Table of Contents If we are unable to raise sufficient proceeds in our ongoing Follow-on Offering, and any other offerings that we may conduct, we may not be able to fund all of our existing projects or find additional suitable investments, and, as a result, we may not be able to achieve our investment objectives or pay distributions.
If we are unable to obtain sufficient rental rates across our portfolio, or operating expenses are higher than anticipated, our ability to generate cash flow growth will be negatively impacted. 28 Table of Contents Properties that have significant vacancies could be difficult to sell, which could diminish the return on these properties.
If we are unable to obtain sufficient rental rates across our portfolio, or operating expenses are higher than anticipated, our ability to generate cash flow growth will be negatively impacted. Properties that have significant vacancies could be difficult to sell, which could diminish the return on these properties.
Our NAV is calculated using a process that may reflect some or all of the following components: (i) estimated values of each of our assets and investments, including related liabilities (but may, in our discretion, exclude deal-level carried interest allocations), based on: (a) market capitalization rates, comparable transaction information, interest rates, adjusted net operating income; (b) with respect to debt, default rates, discount rates and loss severity rates; (c) for commercial real estate properties that have development or value add plans, progress along such development or value add plans; and (d) in certain instances, reports of the underlying assets and investments by an independent valuation expert; (ii) the price of liquid assets for which third party market quotes are available; (iii) accruals of our periodic distributions; and (iv) estimated accruals of our operating revenues and expenses (excluding property management oversight fees). 15 Table of Contents We may engage a third party to prepare or assist with preparing the NAV of our Class A units.
Our NAV is calculated using a process that may reflect some or all of the following components: (i) estimated values of each of our assets and investments, including related liabilities (but may, in our discretion, exclude deal-level carried interest allocations), based on: (a) market capitalization rates, comparable transaction information, interest rates, adjusted net operating income; (b) with respect to debt, default rates, discount rates and loss severity rates; (c) for commercial real estate properties that have development or value add plans, progress along such development or value add plans; and (d) in certain instances, reports of the underlying assets and investments by an independent valuation expert; (ii) the price of liquid assets for which third party market quotes are available; (iii) accruals of our periodic distributions; and (iv) estimated accruals of our operating revenues and expenses (excluding property management oversight fees).
This in turn could hurt both our ability to pay distributions to holders of our Class A units and the market price of our Class A units. 17 Table of Contents We do not have an exclusive management arrangement with our Manager. We do not have an exclusive management arrangement with our Manager.
This in turn could hurt both our ability to pay distributions to holders of our Class A units and the market price of our Class A units. We do not have an exclusive management arrangement with our Manager. We do not have an exclusive management arrangement with our Manager.
We can provide no assurances that future cash flow will support payment of distributions or maintaining distributions at any level, if at all. 18 Table of Contents Your interest in us will be diluted if we issue additional units.
We can provide no assurances that future cash flow will support payment of distributions or maintaining distributions at any level, if at all. Your interest in us will be diluted if we issue additional units.
As such, our ability to achieve our investment objectives and to pay distributions to the holders of our Class A units is dependent in part on our Sponsor’s financial condition and our Sponsor’s and our relationship with our Manager.
As such, our ability to achieve our investment objectives and to pay distributions to the holders of our Class A units is dependent in part on the Sponsor Groups’ financial condition and the Sponsor Groups’ and our relationship with our Manager.
No assurance can be given that we will be able to obtain any such financing on favorable terms or at all. 36 Table of Contents Risks Relating to U.S. Federal Taxation There will be no assurance that we will continue to meet the requirements for treatment as a partnership.
No assurance can be given that we will be able to obtain any such financing on favorable terms or at all. Risks Relating to U.S. Federal Taxation There will be no assurance that we will continue to meet the requirements for treatment as a partnership.
If we fail to raise sufficient proceeds from the sale of Class A units in our Public Offerings, and any other offerings that we may conduct, we may be unable to fund all of our existing projects or to make additional suitable investments.
If we fail to raise sufficient proceeds from the sale of Class A units in our Follow-on Offering, and any other offerings that we may conduct, we may be unable to fund all of our existing projects or to make additional suitable investments.
Taxpayers may receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments , or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments , if they have not properly followed the instructions for Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments , and the IRS is missing information, the taxpayer entered invalid information, or the requirements to maintain a qualifying investment have not been followed.
Taxpayers may receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments (“Letter 6502”), or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments (“Letter 6503”), if they have not properly followed the instructions for Form 8997 and the IRS is missing information, the taxpayer entered invalid information, or the requirements to maintain a qualifying investment have not been followed.
If our Sponsor fails to retain its key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer. Our future depends, in part, on our Sponsor’s ability to attract and retain key personnel.
If the Sponsor Group fails to retain its key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer. Our future depends, in part, on the Sponsor Groups’ ability to attract and retain key personnel.
We dispute any liability in this litigation, believe we have substantial defenses to Galinn’s claims, and are vigorously defending the matter. Our performance is subject to risks associated with the real estate industry.
We dispute any liability in this litigation, believe we have substantial defenses to Galinn’s claims, and continue to vigorously defend the matter. Our performance is subject to risks associated with the real estate industry.
Such investments may involve risks not otherwise present with other methods of investment, including, for example, the risks: ● that our co-venturer, co-tenant or partner in an investment could become insolvent or bankrupt; ● that our co-venturer, co-tenant or partner in an investment could engage in certain bad acts, such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, that would increase our expenses or result in other liabilities to us; ● that such co-venturer, co-tenant or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals; ● that such co-venturer, co-tenant or partner may be delegated certain “day-to-day” property operating procedures; ● that such co-venturer, co-tenant or partner may be in a position to act contrary to our instructions or requests or contrary to our policies or objectives; or ● that disputes between us and our co-venturer, co-tenant or partner may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our operations.
Such investments may involve risks not otherwise present with other methods of investment, including, for example, the risks: ● that our co-venturer, co-tenant or partner in an investment could become insolvent or bankrupt; ● that our co-venturer, co-tenant or partner in an investment could engage in certain bad acts, such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, that would increase our expenses or result in other liabilities to us; ● that such co-venturer, co-tenant or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals; ● that such co-venturer, co-tenant or partner may be delegated certain “day-to-day” property operating procedures; ● that such co-venturer, co-tenant or partner may be in a position to act contrary to our instructions or requests or contrary to our policies or objectives; or ● that disputes between us and our co-venturer, co-tenant or partner may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our operations. 31 Table of Contents Any of the above might subject an investment to liabilities in excess of those contemplated and thus reduce our returns on that investment and the value of your investment.
Any adverse changes in our Sponsor’s financial condition or our Sponsor’s or our relationship with our Manager could hinder our ability to successfully manage our operations and our portfolio of assets and investments.
Any adverse changes in the Sponsor Groups’ financial condition or the Sponsor Groups’ or our relationship with our Manager could hinder our ability to successfully manage our operations and our portfolio of assets and investments.
Accordingly, our Manager and its affiliates, including our Sponsor, can and will engage in other activities, including, without limitation, managing other investment programs sponsored or organized by our Sponsor and its affiliates.
Accordingly, our Manager and its affiliates, including members of the Sponsor Group, can and will engage in other activities, including, without limitation, managing other investment programs sponsored or organized by the Sponsor Group and its affiliates.
We qualified as a “qualified opportunity fund” beginning with our taxable year ended December 31, 2020. We intend to manage our affairs so that we continue to meet the requirements for classification as a “qualified opportunity fund,” pursuant to Section 1400Z-2 of the Code and the related regulations issued by the U.S. Department of the Treasury and U.S.
We initially qualified as a Qualified Opportunity Fund beginning with our taxable year ended December 31, 2020, and we currently intend to manage our affairs so that we continue to meet the requirements for classification as a Qualified Opportunity Fund pursuant to Section 1400Z-2 of the Code and the related regulations issued by the U.S.
Our Manager’s investment committee will periodically review our portfolio of assets and investments, our investment objectives and strategy and our investment guidelines to determine whether they remain in the best interests of our members and may recommend changes to our Board as it deems appropriate.
Our Manager’s investment committee will periodically review our portfolio of assets and investments, our investment objectives and strategy and our investment guidelines to determine whether they remain in the best interests of our members and may recommend changes to our Board as it deems appropriate. Our Board does not, and is not required to, review all of our proposed investments.
Internal Revenue Service (the “IRS”) on December 19, 2019, together with the correcting amendments issued on April 6, 2020, additional relief issued on January 13, 2021 and further correcting amendments issued on August 5, 2021 (collectively the “Opportunity Zone Regulations”).
Department of the Treasury (the “Treasury”) and U.S. Internal Revenue Service (the “IRS”) on December 19, 2019, together with the correcting amendments issued on April 6, 2020, additional relief issued on January 13, 2021 and further correcting amendments issued on August 5, 2021 (collectively the “Opportunity Zone Regulations”).
Any obligation of a holder of our Class A units to file amended income tax returns for the foregoing or any other reason, including any costs incurred in the preparation or filing of such returns, is the responsibility of each holder of our Class A units. Item 1B. Unresolved Staff Comments. None.
Any obligation of a holder of our Class A units to file amended income tax returns for the foregoing or any other reason, including any costs incurred in the preparation or filing of such returns, is the responsibility of each holder of our Class A units.
We, our Operating Companies, our Sponsor and our Manager have also entered into an Employee and Cost Sharing Agreement pursuant to which our Manager is provided with access to, among other things, our Sponsor’s and its affiliates’ portfolio management, asset valuation, risk management and asset management professionals and services as well as administration professionals and services addressing legal, compliance, investor relations and information technologies necessary for the performance by our Manager of its duties under the Management Agreement.
We, our Operating Companies, our Manager our Sponsor and certain of our Sponsor’s subsidiaries, associates and affiliates (collectively, the “Sponsor Group”) have also entered into an Amended and Restated Services and Cost Sharing Agreement pursuant to which our Manager is provided with access to, among other things, the Sponsor Group and its affiliates’ portfolio management, asset valuation, risk management and asset management professionals and services as well as administration professionals and services addressing legal, compliance, investor relations and information technologies necessary for the performance by our Manager of its duties under the Management Agreement.
There can be no assurance that a leveraging strategy will be successful. Any lending facilities will likely impose restrictive covenants.
There can be no assurance that a leveraging strategy will be successful. 35 Table of Contents Any lending facilities will likely impose restrictive covenants.
Moreover, we cannot predict occupancy levels for a particular property or whether any tenant or mortgage or other real estate related loan borrower will remain solvent. We also cannot predict the future value of our investments.
Moreover, we cannot predict occupancy levels for a particular property or whether any tenant or mortgage or other real estate related loan borrower will remain solvent. We also cannot predict the future value of our investments. Accordingly, we cannot guarantee that you will receive cash distributions.
However, to the extent that our Manager and its affiliates take actions that are more favorable to other entities than us, these actions could have a negative impact on our financial performance and, consequently, on distributions to the holders of our Class A units and the NAV of our Class A units. 32 Table of Contents The interests of our Manager, and its affiliates may conflict with your interests.
However, to the extent that our Manager and its affiliates take actions that are more favorable to other entities than us, these actions could have a negative impact on our financial performance and, consequently, on distributions to the holders of our Class A units and the NAV of our Class A units.
As with any asset valuation protocol, the conclusions reached by our Manager or any third-party firm that we engage to prepare or assist with preparing the NAV of our Class A units involves significant judgments, assumptions, and opinions in the application of both observable and unobservable attributes that may or may not prove to be correct.
The independent valuation expert is not be responsible for, and will not prepare or assist with preparing our NAV per Class A unit. 16 Table of Contents As with any asset valuation protocol, the conclusions reached by our Manager or any third-party firm that we engage to prepare or assist with preparing the NAV of our Class A units involves significant judgments, assumptions, and opinions in the application of both observable and unobservable attributes that may or may not prove to be correct.
It is possible that actual costs and expenses associated with maintain our status as a publicly traded partnership and operating as an Exchange Act reporting company will be higher than we currently estimate and we may require additional capital or future earnings to cover these costs and expenses, which could materially and adversely affect our business, results of operations, financial condition, and cash flows. 21 Table of Contents We are not required to comply with certain reporting and disclosure requirements that are applicable to other public companies.
It is possible that actual costs and expenses associated with maintain our status as a publicly traded partnership and operating as an Exchange Act reporting company will be higher than we currently estimate and we may require additional capital or future earnings to cover these costs and expenses, which could materially and adversely affect our business, results of operations, financial condition, and cash flows.
In addition, we may in certain circumstances be liable for the actions of our joint venture partners. 24 Table of Contents If we have a right of first refusal to buy out a joint venture partner, we may be unable to finance such a buy-out if it becomes exercisable or we are required to purchase such interest at a time when it would not otherwise be in our best interest to do so.
If we have a right of first refusal to buy out a joint venture partner, we may be unable to finance such a buy-out if it becomes exercisable or we are required to purchase such interest at a time when it would not otherwise be in our best interest to do so.
Changes in the level of interest rates also may affect our ability to invest in investments, the value of our investments and our ability to realize gains from the disposition of assets and investments. 34 Table of Contents To the extent that our financing costs will be determined by reference to floating rates, such as the Secured Overnight Financing Rate (SOFR) or a Treasury index, plus a margin, the amount of such costs will depend on a variety of factors, including, without limitation, (i) for collateralized debt, the value and liquidity of the collateral, and for non-collateralized debt, our credit, (ii) the level and movement of interest rates, and (iii) general market conditions and liquidity.
To the extent that our financing costs will be determined by reference to floating rates, such as the Secured Overnight Financing Rate (SOFR) or a Treasury index, plus a margin, the amount of such costs will depend on a variety of factors, including, without limitation, (i) for collateralized debt, the value and liquidity of the collateral, and for non-collateralized debt, our credit, (ii) the level and movement of interest rates, and (iii) general market conditions and liquidity.
Maintaining our exclusion from registration under the Investment Company Act limits our ability to make certain investments. In addition, although we intend to continuously monitor our holdings, there can be no assurance that we, our Operating Companies or any of the subsidiaries of our Operating Companies will be able to maintain our exclusion from registration.
In addition, although we intend to continuously monitor our holdings, there can be no assurance that we, our Operating Companies or any of the subsidiaries of our Operating Companies will be able to maintain our exclusion from registration.
Holders of our Class A units will not have preemptive rights to any units we issue in the future. To the extent we issue additional equity interests your percentage ownership interest in us would be diluted. Our investment guidelines delegate broad discretion to our Manager and our Board does not approve each investment and financing decision made by our Manager.
To the extent we issue additional equity interests your percentage ownership interest in us would be diluted. 19 Table of Contents Our investment guidelines delegate broad discretion to our Manager and our Board does not approve each investment and financing decision made by our Manager.
We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). As an emerging growth company, we have elected to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies.
We are not required to comply with certain reporting and disclosure requirements that are applicable to other public companies. We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”).
However, qualified opportunity funds and the Opportunity Zone Regulations are relatively new and as yet untested, and our ability to be treated as a qualified opportunity fund and to operate in conformity with the requirements to continue to be treated as a qualified opportunity fund is subject to uncertainty.
Qualified opportunity funds and the Opportunity Zone Regulations under OZ 1.0 are relatively new and as yet untested, and transitional and new regulations for OZ 2.0 have yet to be issued, as such our ability to continue to be treated as a qualified opportunity fund and to continue to operate in conformity with the requirements to continue to be treated as a qualified opportunity fund is subject to uncertainty.
If we fail to continue to meet the requirements for classification as a qualified opportunity fund, holders of our Class A units would lose the tax benefits associated with investing in a qualified opportunity fund and the value of our Class A units would likely be adversely affected.
If we fail to continue to meet the requirements for classification as a qualified opportunity fund, holders of our Class A units would lose the tax benefits associated with investing in a qualified opportunity fund and the value of our Class A units would likely be adversely affected. 38 Table of Contents Investors must make appropriate timely investments and elections in order to take advantage of the benefits of investing in a qualified opportunity fund.
As a result, we and our members, record holders and beneficial owners of our units will not be able to pursue litigation in federal or state court against the Company or our Sponsor, Manager or any of our directors, officers, or other agents, and instead will be required to pursue such claims through a final and binding arbitration proceeding.
As a result, we and our members, record holders and beneficial owners of our units will not be able to pursue litigation in federal or state court against the Company or our Sponsor, Manager or any of our directors, officers, or other agents, and instead will be required to pursue such claims through a final and binding arbitration proceeding. 20 Table of Contents Our Operating Agreement provides that such arbitration proceedings would generally be conducted in accordance with the rules and policies of the American Arbitration Association.
Accordingly, we cannot guarantee that you will receive cash distributions. 27 Table of Contents There are significant risks associated with the development or redevelopment of our real estate investments that may prevent their completion on budget and on schedule and which may adversely affect our financial condition and results of operations.
There are significant risks associated with the development or redevelopment of our real estate investments that may prevent their completion on budget and on schedule and which may adversely affect our financial condition and results of operations.
The management fee is based on our NAV, as calculated and adjusted by our Manager at the end of each quarter. We will announce our NAV within approximately 60 days of the last day of each quarter.
We are obligated to pay our Manager a quarterly management fee at an annualized rate of 0.75%. The management fee is based on our NAV, as calculated and adjusted by our Manager at the end of each quarter. We will announce our NAV within approximately 60 days of the last day of each quarter.
Our agreements between the Company, on one hand, and our Sponsor, Manager, or any of their or our affiliates, on the other, do not grant to the holders of our Class A units, separate and apart from the Company, the right to enforce the terms of such agreements or any obligations of our Sponsor, Manager or their or our affiliates in favor of the Company.
Our agreements between the Company, on one hand, and our Sponsor, Manager, or any of their or our affiliates, on the other, do not grant to the holders of our Class A units, separate and apart from the Company, the right to enforce the terms of such agreements or any obligations of our Sponsor, Manager or their or our affiliates in favor of the Company. 34 Table of Contents The management fee our Manager is entitled to receive is based on our NAV and our Manager is ultimately responsible for calculating our NAV.
Accordingly, you should consult with your own accountant or other tax advisers concerning the tax consequences of your specific tax circumstances prior to acquiring, holding or disposing of any of our Class A units. 38 Table of Contents We do not expect to be able to furnish definitive Schedule K-1s to IRS Form 1065 to each holder of our Class A units prior to the deadline for filing U.S. income tax returns, which means that holders of our Class A units who are U.S. taxpayers should anticipate the need to file annually a request for an extension of the due date of their income tax returns.
We do not expect to be able to furnish definitive Schedule K-1s to IRS Form 1065 to each holder of our Class A units prior to the deadline for filing U.S. income tax returns, which means that holders of our Class A units who are U.S. taxpayers should anticipate the need to file annually a request for an extension of the due date of their income tax returns.
The present U.S. federal income tax treatment of an investment in our Class A units may be modified by administrative, legislative, or judicial interpretation at any time.
The tax treatment of an investment in our Class A units could be subject to potential legislative, judicial, or administrative changes or differing interpretations, possibly applied on a retroactive basis. The present U.S. federal income tax treatment of an investment in our Class A units may be modified by administrative, legislative, or judicial interpretation at any time.
As a result, we cannot assure you that we will be able to successfully operate as a publicly traded partnership and qualified opportunity fund, comply with regulatory requirements applicable to publicly traded partnerships and qualified opportunity funds, maintain our exclusion or an exemption from registration under the Investment Company Act, or execute our business strategies.
As a result, we cannot assure you that we will be able to successfully operate as a publicly traded partnership and qualified opportunity fund, comply with regulatory requirements applicable to publicly traded partnerships and qualified opportunity funds, maintain our exclusion or an exemption from registration under the Investment Company Act, or execute our business strategies. 17 Table of Contents Any adverse changes in our Sponsor’s financial health, or our Sponsor’s or our relationship with our Manager or its affiliates could hinder our operating performance.
In addition, our Operating Agreement provides that all arbitration proceedings will be closed to the public and confidential, that discovery will be limited to matters directly relevant to issues in the proceeding, and that the parties waive the right to a jury.
These rules and policies may provide significantly more limited rights than litigation in a federal or state court. In addition, our Operating Agreement provides that all arbitration proceedings will be closed to the public and confidential, that discovery will be limited to matters directly relevant to issues in the proceeding, and that the parties waive the right to a jury.
Taxpayers who receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments , or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments , may need to file an amended return or an administrative adjustment request with a properly completed Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments .
Taxpayers who receive a Letter 6502 or a Letter 6503 may need to file an amended return or an administrative adjustment request with a properly completed Form 8997.
However, any disclosure controls and procedures or internal controls over financial reporting that we put into place, no matter how well designed and operated, can only provide reasonable assurance of achieving their objectives. 22 Table of Contents As a result of the inherent limitations in the design of any system of controls, our disclosure controls and procedures and internal controls over financial reporting may not detect or prevent all misstatements and fraud, and we cannot assure you that there will not be significant deficiencies or material weaknesses in our disclosure controls and procedures and internal control over financial reporting in future periods.
As a result of the inherent limitations in the design of any system of controls, our disclosure controls and procedures and internal controls over financial reporting may not detect or prevent all misstatements and fraud, and we cannot assure you that there will not be significant deficiencies or material weaknesses in our disclosure controls and procedures and internal control over financial reporting in future periods.
We may utilize bank credit facilities, repurchase agreements (including term loans and revolving facilities) or guarantee arrangements to finance our assets if they become available on acceptable terms.
Any bank credit facilities and repurchase agreements that we may use in the future to finance our assets may require us to provide additional collateral or pay down debt. We may utilize bank credit facilities, repurchase agreements (including term loans and revolving facilities) or guarantee arrangements to finance our assets if they become available on acceptable terms.
On December 5, 2024, the Galinn Fund LLC, a New York limited liability company (“Galinn”), filed a complaint in Connecticut State Superior Court naming CMC Storrs SPV, LLC (“CMC”), the holding company for our investment property located at 497-501 Middle Turnpike, Storrs, Connecticut (“497-501 Middle”), as a defendant, alongside Chen Ji, an individual (“Chen”), and two additional entities (the “Guarantors”).
Furthermore, fraudulent activities could result in increased costs and expenses, including litigation expenses, diversion of management time, and other disruptions to our operations, which could adversely affect our business, financial condition and results of operations. 27 Table of Contents On December 5, 2024, the Galinn Fund LLC, a New York limited liability company (“Galinn”), filed a complaint in Connecticut State Superior Court naming CMC Storrs SPV, LLC (“CMC”), the holding company for our investment property located at 497-501 Middle Turnpike, Storrs, Connecticut (“497-501 Middle”), as a defendant, alongside Chen Ji, an individual (“Chen”), and two additional entities (the “Guarantors”).
Your investment returns may be reduced if we are required to register as an investment company under the Investment Company Act. We are engaged primarily in the business of investing in real estate and to conduct our operations such that neither we nor any of our subsidiaries are required to register as an “investment company” under the Investment Company Act.
We are engaged primarily in the business of investing in real estate and to conduct our operations such that neither we nor any of our subsidiaries are required to register as an “investment company” under the Investment Company Act. 23 Table of Contents Maintaining our exclusion from registration under the Investment Company Act limits our ability to make certain investments.
We believe that the exclusive forum selection provision in our Operating Agreement is enforceable under both federal and state law, including with respect to federal securities law claims, however, there is uncertainty as to its enforceability and it is possible that it may ultimately be determined to be unenforceable. 20 Table of Contents Holders of our Class A units have limited voting rights and may be bound by a majority or supermajority vote or by a vote of the holder of our Class M unit, as applicable.
We believe that the exclusive forum selection provision in our Operating Agreement is enforceable under both federal and state law, including with respect to federal securities law claims, however, there is uncertainty as to its enforceability and it is possible that it may ultimately be determined to be unenforceable.
These modifications restrict the remedies available to the holders of our units for actions that, without such modifications, may constitute breaches of duty (including fiduciary duty). 19 Table of Contents Certain claims that may be brought against the Company or our Sponsor, Manager, directors, officers, or other agents must be resolved by final and binding arbitration, which follows a different set of procedures and may be more restrictive than litigation.
Certain claims that may be brought against the Company or our Sponsor, Manager, directors, officers, or other agents must be resolved by final and binding arbitration, which follows a different set of procedures and may be more restrictive than litigation.
The holders of our Class A units and Class B units have voting rights only with respect to certain matters, primarily relating to amendments to our Operating Agreement that would adversely change the rights of the Class A units or Class B units, as applicable, election of our directors (other than the Class M Director (as hereinafter defined)), removal of our directors for “cause” (other than the Class M Director), and our dissolution.
The Class M unit entitles the holder thereof to that number of votes equal to the product obtained by multiplying (i) the sum of aggregate number of outstanding Class A units plus Class B units, by (ii) 10, on matters on which the holder of our Class M unit has a vote. 21 Table of Contents The holders of our Class A units and Class B units have voting rights only with respect to certain matters, primarily relating to amendments to our Operating Agreement that would adversely change the rights of the Class A units or Class B units, as applicable, election of our directors (other than the Class M Director (as hereinafter defined)), removal of our directors for “cause” (other than the Class M Director), and our dissolution.
We expect that all of our properties will be subject to Phase I environmental assessments at the time they are acquired; however, such assessments may not provide complete environmental histories due, for example, to limited available information about prior operations at the properties or other gaps in information at the time we acquire the property.
The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce the amounts available for distribution to you. 32 Table of Contents We expect that all of our properties will be subject to Phase I environmental assessments at the time they are acquired; however, such assessments may not provide complete environmental histories due, for example, to limited available information about prior operations at the properties or other gaps in information at the time we acquire the property.
The initial term of the Management Agreement commenced on October 28, 2020 and will continue through December 31, 2025. We may only terminate the Management Agreement (i) for “cause,” (ii) upon the bankruptcy of our Manager, or (iii) upon a material breach of the Management Agreement by our Manager.
We may only terminate the Management Agreement (i) for “cause,” (ii) upon the bankruptcy of our Manager, or (iii) upon a material breach of the Management Agreement by our Manager.
Such a refinancing would be dependent upon interest rates and lenders’ policies at the time of refinancing, economic conditions in general and the value of the underlying properties in particular. The effect of a refinancing or sale could affect the rate of return to the holders of our Class A units and the projected time of disposition of our assets.
Such a refinancing would be dependent upon interest rates and lenders’ policies at the time of refinancing, economic conditions in general and the value of the underlying properties in particular.
We are owned by the holders of our Class A units, Class B units and Class M unit. Each Class A unit and each Class B unit entitles the holder thereof to one vote per unit.
Each Class A unit and each Class B unit entitles the holder thereof to one vote per unit.
As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on equity. In the event that we are unable to meet these contractual obligations, our financial condition could deteriorate rapidly.
As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on equity.
Our Sponsor and its affiliates will in the future sponsor other investment programs, some of which may compete with us or have similar investment criteria to our own, and there are no limits or restrictions on the right of our Sponsor, or any of its affiliates, including our Manager, to engage in any other business or sponsor any other investment programs of any kind. 16 Table of Contents Our Manager and its affiliates have little or no experience managing a portfolio of assets in the manner necessary to maintain our qualification as a publicly traded partnership and qualified opportunity fund or our exclusion or exemption from registration under the Investment Company Act.
Our Sponsor and its affiliates will in the future sponsor other investment programs, some of which may compete with us or have similar investment criteria to our own, and there are no limits or restrictions on the right of our Sponsor, or any of its affiliates, including our Manager, to engage in any other business or sponsor any other investment programs of any kind.
This benefit is not available with respect to sales or exchanges after December 31, 2047. Consequently, fewer Class A units may be actively traded in the public markets which would reduce the liquidity of the market for our Class A units.
Consequently, fewer Class A units may be actively traded in the public markets which would reduce the liquidity of the market for our Class A units.
If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our Class A units may not accurately reflect the value of our assets and investments, and your Class A units may be worth less than the purchase price paid. 33 Table of Contents Risks Related to Sources of Financing and Hedging We may incur significant debt, which may subject us to increased risk of loss and may reduce cash available for distributions.
If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our Class A units may not accurately reflect the value of our assets and investments, and your Class A units may be worth less than the purchase price paid.
We cannot assure you that a liquid secondary market will exist for hedging instruments purchased or sold, and we may be required to maintain a position until exercise or expiration, which could result in significant losses. 35 Table of Contents Any bank credit facilities and repurchase agreements that we may use in the future to finance our assets may require us to provide additional collateral or pay down debt.
We cannot assure you that a liquid secondary market will exist for hedging instruments purchased or sold, and we may be required to maintain a position until exercise or expiration, which could result in significant losses.
Market values of our investments may decline for a number of reasons, such as changes in prevailing market capitalization rates, increases in market vacancy, or decreases in market rents. If we sell a property by providing financing to the purchaser, we will bear the risk of default by the purchaser, which could delay or reduce the cash available for distributions.
If we sell a property by providing financing to the purchaser, we will bear the risk of default by the purchaser, which could delay or reduce the cash available for distributions.
Additionally, an interested tenant may demand that, as a condition of executing a lease for the property, we finance and construct significant improvements so that the tenant could use the property. This expense may decrease cash available for distribution, as we likely would have to (i) pay for the improvements up-front or (ii) finance the improvements at potentially unattractive terms.
Additionally, an interested tenant may demand that, as a condition of executing a lease for the property, we finance and construct significant improvements so that the tenant could use the property.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe, our Manager and our Sponsor are also party to an Employee and Cost Sharing Agreement. Pursuant the Employee and Cost Sharing Agreement our Sponsor provides our Manager with access to, among other things, the information technology (“IT”) systems necessary for the performance by our Manager of its duties under the Management Agreement.
Biggest changeWe, our Operating Companies, our Manager and the Sponsor Group are also party to a Services and Cost Sharing Agreement. Pursuant the Services and Cost Sharing Agreement members of the Sponsor Group provide our Manager with access to, among other things, the information technology (“IT”) systems necessary for the performance by our Manager of its duties under the Management Agreement.
Our Sponsor also uses a number of security tools and external service providers to monitor, test or otherwise assist with various aspects of its cybersecurity controls. As of the date of this Form 10-K, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, our business strategy, results of operations, or financial condition.
The Sponsor Group also uses a number of security tools and external service providers to monitor, test or otherwise assist with various aspects of its cybersecurity controls. As of the date of this Form 10-K, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, our business strategy, results of operations, or financial condition.
Our Sponsor takes a risk-based approach to cybersecurity and has implemented cybersecurity and IT risk management policies and procedures designed to address cybersecurity threats and incidents, including regularly assessing risks from cyber threats, monitoring IT systems for potential vulnerabilities, and testing IT systems according to its policies and practices.
The Sponsor Group takes a risk-based approach to cybersecurity and has implemented cybersecurity and IT risk management policies and procedures designed to address cybersecurity threats and incidents, including regularly assessing risks from cyber threats, monitoring IT systems for potential vulnerabilities, and testing IT systems according to its policies and practices.
These IT systems include data hosting facilities and other hardware and software platforms, some of which are hosted by third-party service providers. Our Sponsor’s IT systems, like those of most other companies, may be vulnerable to cybersecurity threats, including data breaches, cyberattacks, malware and computer viruses and interruption of services.
These IT systems include data hosting facilities and other hardware and software platforms, some of which are hosted by third-party service providers. The Sponsor Group’s IT systems, like those of most other companies, may be vulnerable to cybersecurity threats, including data breaches, cyberattacks, malware and computer viruses and interruption of services.
Item 1C. Cybersecurity. Risk Management and Strategy We are externally managed by our Manager, and as such rely on our Manager to manage our day-to-day operations pursuant to our Management Agreement. Services provided under the Management Agreement are performed by individuals who are employees of our Sponsor or one or more of its affiliates.
Item 1C. Cybersecurity. Risk Management and Strategy We are externally managed by our Manager, and as such rely on our Manager to manage our day-to-day operations pursuant to our Management Agreement. Services provided under the Management Agreement are performed by individuals who are employees of members of the Sponsor Group.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our principal executive offices are located in a space owned by an affiliate of our Sponsor at 255 Glenville Road, Greenwich, Connecticut 06831. We consider these facilities to be suitable for the management of our business. For an overview of our investments in multifamily and mixed-use rental properties, refer to Item 7.
Biggest changeItem 2. Properties. Our principal executive offices are located in a space owned by an affiliate of our Sponsor at 255 Glenville Road, Greenwich, Connecticut 06831. We consider these facilities to be suitable for the management of our business. For an overview of our investments in multifamily and mixed-use rental properties, refer to Part I, Item 1—Our Investments .
Removed
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investments in Multifamily and Mixed-Use Rental Properties.”

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe will reassess our accruals on an ongoing basis taking into account the procedural stage and developments in the litigation.
Biggest changeWe will reassess our accruals on an ongoing basis taking into account the procedural stage and developments in the litigation. As of December 31, 2025, we have assessed the litigation described below and concluded that is it neither material nor is any resolution likely to have a material adverse effect on our business, financial condition or results of operation.
In the complaint Galinn alleges, among other things, that on May 24, 2024, Chen, on behalf of CMC, executed a mortgage note (the “Note”) in the principal amount of $3.0 million (the “Loan”), which was secured in part by a mortgage against 497-501 Middle (the “Mortgage”).
Business—Our Investments—497-501 Middle Turnpike and Cedar Swamp Road – Storrs, Connecticut. ” In the complaint Galinn alleges, among other things, that on May 24, 2024, Chen, on behalf of CMC, executed a mortgage note (the “Note”) in the principal amount of $3.0 million (the “Loan”), which was secured in part by a mortgage against 497-501 Middle (the “Mortgage”).
We dispute any liability in this litigation, believe we have substantial defenses to Galinn’s claims, and are vigorously defending the matter. As of December 31, 2024, neither we nor any of our subsidiaries were subject to any other material legal proceedings.
We dispute any liability in the Galinn litigation, believe we have substantial defenses to Galinn’s claims, and continue to vigorously defend the matter.
Added
In addition, as of December 31, 2025, neither we nor any of our subsidiaries were subject to any legal proceedings nor were we aware of any legal proceedings threatened against us or any of our subsidiaries that could be deemed material.
Added
For additional details regarding 497-501 Middle, see “ Item 1.
Added
On September 15, 2025, CMC filed an amended counterclaim and cross complaint against Chen and Galinn alleging, among other things, fraud, wrongful conduct, theft, conversion, forgery, slander and violations of the Connecticut Unfair Trade Practices Act, and seeking certain declaratory relief as well as damages, attorneys’ fees, and costs and expenses related thereto.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe disclose our determination of NAV and NAV per Class A unit within approximately 60 days of the Determination Date. Any adjustments to our NAV and the per Class A unit purchase price take effect as of the first business day following its public announcement.
Biggest changeOur Manager calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public announcement. On March 4, 2026, we announced that our NAV as of December 31, 2025 was $116.17.
The Dealer Manager will enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units.
The Dealer Manager has and will continue to enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units.
On May 9, 2023, the SEC declared effective our follow-on registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to an additional $750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or through one or more agents (our “Follow-on Offering” and, together with our Primary Offering, our “Public Offerings”).
On May 9, 2023, the SEC declared effective our follow-on registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to $750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or through one or more agents (our “Follow-on Offering”).
The purchase price for Class A units in our Public Offerings is the lesser of (i) the current NAV of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE American was open for trading and trading in our Class A units occurred.
The purchase price for Class A units in our Follow-on Offering is the lesser of (i) the current NAV of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE American was open for trading and trading in our Class A units occurred.
During the year ended December 31, 2021, we acquired all of the outstanding shares of common stock of Belpointe REIT in an exchange offer and related conversion and merger transaction. On September 30, 2021, the U.S.
During the year ended December 31, 2021, we acquired all of the outstanding shares of common stock of Belpointe REIT in an exchange offer and related conversion and merger transaction.
Neither our Class B units nor our Class M unit are listed or traded on any established public trading market. Holders As of March 28, 2025, there were 46 holders of record of our Class A units, and one holder of record of each of our Class B units and Class M unit, respectively.
Neither our Class B units nor our Class M unit are listed or traded on any established public trading market. Holders As of March 13, 2026, there were 50 holders of record of our Class A units, and one holder of record of each of our Class B units and Class M unit, respectively.
From the period of October 7, 2021, the date of the first closing held in connection with our Primary Offering, through December 31, 2022, we issued 2,273,339 Class A units in our Primary Offering, raising net offering proceeds of $226.0 million.
From the period of October 7, 2021, the date of the first closing held in connection with our Primary Offering, through December 31, 2024, we issued 2,414,063 Class A units in our Primary Offering, raising net offering proceeds of $236.6 million.
We will pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering. In addition, our Follow-on Registration Statement constitutes a post-effective amendment to our Primary Registration Statement, conforming our Primary Offering to our Follow-on Offering.
We pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering.
For the year ended December 31, 2024, we issued 41,774 Class A units in connection with our Public Offerings, raising net offering proceeds of $3.0 million. Together with the gross proceeds raised in Belpointe REIT, Inc.’s prior offerings, as of December 31, 2024, we have raised aggregate gross offering cash proceeds of $357.3 million.
For the year ended December 31, 2025, we issued 172,523 Class A units in connection with our Public Offerings, raising net offering proceeds of $11.2 million. Together with the gross proceeds raised in Belpointe REIT, Inc.’s prior offerings, as of December 31, 2025, we have raised aggregate gross offering cash proceeds of $368.6 million.
As of December 31, 2024, our NAV per Class A units was $119.94. 40 Table of Contents We file a prospectus supplement with the SEC disclosing quarterly determinations of our NAV per Class A unit.
We file a prospectus supplement with the SEC disclosing quarterly determinations of our NAV per Class A unit.
(4) Includes direct or indirect payments of $3.8 million to others, including payments for legal, accounting, marketing, transfer agent and filing fees, as of December 31, 2024. Unregistered Sales of Equity Securities As of December 31, 2024, we have not sold any equity securities within the past three years that were not registered under the Securities Act.
Unregistered Sales of Equity Securities As of December 31, 2025, we have not sold any equity securities within the past three years that were not registered under the Securities Act.
Removed
Securities and Exchange Commission (the “SEC”) declared effective our initial registration statement on Form S-11, as amended (File No. 333-255424) (the “Primary Registration Statement”), registering a continuous primary offering of up to $750,000,000 in our Class A units (our “Primary Offering”).
Removed
Each quarter, our Manager calculates our NAV and NAV per Class A unit as of the last day of the quarter (the “Determination Date”). Our NAV per Class A unit is equal to our NAV as of the Determination Date, divided by the number of Class A units outstanding on the Determination Date.
Removed
From the period of October 7, 2021, the date of the first closing held in connection with our Primary Offering, through December 31, 2023, we issued 2,372,289 Class A units in our Primary Offering, raising net offering proceeds of $233.5 million.
Removed
The following tables summarize certain information about the Public Offering proceeds and our use of proceeds, including direct or indirect payments to our directors, officers, affiliates or to any person owning 10% or more of any class of our equity securities as of December 31, 2024: Offering proceeds Class A units sold 2,414,063 Gross offering proceeds $ 238,326,670 Selling commissions 5,000 Offering costs (1) (2) (3) 1,741,256 Net offering proceeds $ 236,580,414 (1) Includes $0.3 million of reimbursements to an affiliate for costs incurred on our behalf.
Removed
(2) Direct or indirect payments of $1.4 million have been made to others, including payments for legal, accounting, transfer agent, FINRA, and filing fees, as of December 31, 2024. (3) Includes all offering costs incurred by the Company in connection with any offer and sale of securities by the Company.
Removed
Uses of net offering proceeds (in thousands) Funding of loans receivable (1) $ 34,955 Purchases and development of real estate (2) 180,594 Working capital (3) (4) 21,031 $ 236,580 (1) Includes direct payment of $30.0 million to Norpointe, an affiliate of our Chief Executive Officer.
Removed
See “ Part III, Item 13—Certain Relationships and Related Transactions, and Director Independence—Our Affiliate Transactions—Our Transaction with Norpointe, LLC ” for additional details regarding our transactions with Norpointe.
Removed
(2) Includes direct or indirect payments of $10.0 million to directors, officers and affiliates as of December 31, 2024 predominantly for insurance premiums and employee reimbursement expenditures (pursuant primarily to our development management agreements).
Removed
See “ Part III, Item 13—Certain Relationships and Related Transactions, and Director Independence—Our Affiliate Transactions ” for additional information regarding fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates.
Removed
(3) Includes direct or indirect payments of $9.4 million to directors, officers and affiliates as of December 31, 2024 for management fees, insurance premiums and employee cost sharing expenses (pursuant to our Management Agreement and Employee and Cost Sharing Agreement).
Removed
See “ Part III, Item 13—Certain Relationships and Related Transactions, and Director Independence—Our Affiliate Transactions ” for additional information regarding fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFuture economic conditions and the demand for multifamily and mixed-use rental properties are, and the real estate industry in general is, subject to uncertainty as a result of a number of factors, including, among others, the rate of rent growth, rate of new construction, rate of absorption, the rate of unemployment, increasing interest rates, higher rates of inflation, instability in the banking system, the availability of credit, financial market volatility, general economic uncertainty, increasing energy costs, supply chain disruptions and labor shortages.
Biggest changeFuture economic conditions and the demand for multifamily and mixed-use rental properties are, and the real estate industry in general is, subject to uncertainty as a result of a number of factors, including, among others, the rate of rent growth, rate of new construction, rate of absorption, the rate of unemployment, the impact on regional labor markets as a result of changes in immigration policies, increasing energy costs, increasing interest rates, higher rates of inflation, changes in the availability and price of insurance coverage, the availability of credit and changes with respect to borrowing costs, financial market volatility, general economic uncertainty, and other market conditions beyond our control, including impacts and uncertainties from political unrest, changes to trade policies, trade disputes and tariffs, recent military actions in Iran and the Middle East, changes in federal income tax laws resulting from the recent enactment of the One Big Beautiful Bill Act of 2025, and the forthcoming related administrative guidance and regulations, as well as other recent and prospective legislation and regulation, including landlord-tenant laws in the markets in which we operate.
Net cash flows used in operating activities for the year ended December 31, 2024 primarily relates to interest expense incurred on our indebtedness, the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees.
Net cash flows used in operating activities for the year ended December 31, 2024 primarily relates to the payment interest incurred on our indebtedness, the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees.
The recent accounting changes that may potentially impact our business are described under “Recent Accounting Pronouncements” in “Note 2 — Summary of Significant Accounting Policies.” Off-Balance Sheet Arrangements We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
The recent accounting changes that may potentially impact our business are described under “Recent Accounting Pronouncements” in “ Note 2 — Summary of Significant Accounting Policies. ” Off-Balance Sheet Arrangements We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Liquidity and Capital Resources Overview Our primary needs for liquidity and capital resources are to fund our investments, including construction and development costs, pay our Public Offering and operating fees and expenses, pay any distributions that we may make to the holders of our units and pay interest on our outstanding indebtedness.
Liquidity and Capital Resources Overview Our primary needs for liquidity and capital resources are to fund our investments, including construction and development costs, pay our Follow-on Offering and operating fees and expenses, pay any distributions that we may make to the holders of our units and pay interest on our outstanding indebtedness.
Fees payable and expenses reimbursable to our Manager and its affiliates, including our Sponsor, may be paid, at the election of the recipient, in cash, by issuance of our Class A Units at the then-current NAV, or through some combination of the foregoing.
Fees payable and expenses reimbursable to our Manager and its affiliates, including members of the Sponsor Group, may be paid, at the election of the recipient, in cash, by issuance of our Class A Units at the then-current NAV, or through some combination of the foregoing.
Our targeted aggregate property-level leverage, excluding any debt at the Company level or on assets under development or redevelopment, after we have acquired a substantial portfolio of stabilized commercial real estate, is between 50-70% of the greater of the cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets.
Our targeted aggregate property-level leverage, excluding any debt at the Company level or on assets under development or redevelopment, after we have acquired a substantial portfolio of stabilized commercial and mixed-use real estate, is between 50-70% of the greater of the cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets.
The Dealer Manager will enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units.
The Dealer Manager has and will continue to enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units.
As of the date of this Form 10-K, we currently anticipate that the remaining funding for construction and soft costs associated with the development of Aster & Links will be a minimum of $25.5 million (inclusive of the aforementioned unfunded capital commitment).
As of the date of this Form 10-K, we currently anticipate that the remaining funding for construction and soft costs associated with the development of Aster & Links will be a minimum of $12.4 million (inclusive of the aforementioned unfunded capital commitment).
Impairment of Real Estate During the years ended December 31, 2024, and 2023, we recorded impairment charges of $0.8 million and $4.1 million, respectively, in relation to one of our real estate assets located in Nashville, Tennessee, based on our conclusion that the estimated fair market value of the real estate asset was lower than the carrying value, and as a result, we reduced the carrying value to the fair market value.
Impairment of Real Estate During the year ended December 31, 2024, we recorded impairment charges of $0.8 million, in relation to one of our real estate assets located in Nashville, Tennessee, based on our conclusion that the estimated fair market value of the real estate asset was lower than the carrying value, and as a result, we reduced the carrying value to the fair market value.
Other expense Other expense for the periods presented were primarily comprised of gains and losses in connection with our interest rate caps. Please see “ Note 9 – Derivative Instruments ” in our consolidated financial statements in this Form 10-K for additional information.
Other expense Other expense for the periods presented were primarily comprised of losses in connection with our interest rate caps. Please see “ Note 9 – Derivative Instruments ” in our consolidated financial statements in this Form 10-K for additional details regarding our interest rate caps.
Our Public Offering and operating fees and expenses include, among other things, legal, audit and valuation fees and expenses, federal and state filing fees, SEC, FINRA and NYSE filing fees, printing expenses, administrative fees, transfer agent fees, marketing and distribution fees, the management fee that we pay to our Manager, and fees and expenses related to acquiring, financing, appraising, and managing our commercial real estate properties.
Our Follow-on Offering and operating fees and expenses include, among other things, legal, audit and valuation fees and expenses, federal and state filing fees, SEC, FINRA and NYSE filing fees, printing expenses, administrative fees, transfer agent fees, marketing and distribution fees, the management fee that we pay to our Manager, and fees and expenses related to acquiring, financing, appraising, and managing our commercial and mixed-use properties.
There were no Public Offering costs incurred by our Manager and its affiliates during the years ended December 31, 2024 and 2023. During the years ended December 31, 2024 and 2023, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $2.6 million and $2.9 million, respectively, on our behalf.
There were no Public Offering costs incurred by our Manager and its affiliates during the years ended December 31, 2025 and 2024 . During the years ended December 31, 2025 and 2024 , our Manager and its affiliates, including members of the Sponsor Group, incurred operating expenses of $2.1 million and $2.6 million , respectively, on our behalf.
For additional details regarding the 900 8th Land Loan, see “ —Our Investments—900 8th Avenue South – Nashville, Tennessee .” 46 Table of Contents We expect to continue to obtain the capital resources that we need over the short and long-term from cash on-hand, from the proceeds of our Public Offerings and any future offerings that we may conduct, from the advancement of reimbursable fees and expenses by our Manager and its affiliates, including our Sponsor, from the proceeds of secured or unsecured financing from banks and other lenders, from projected operating funds from our real estate assets and from any other undistributed cash flow generated from operations.
For additional details regarding 900 8th Avenue South and 900 8th Land Loan, see “ Part I, Item 1—Our Investments—900 8th Avenue South – Nashville, Tennessee. ” Short and Long-Term Capital Resources We expect to continue to obtain the capital resources that we need over the short and long-term from cash on-hand, from the proceeds of our Follow-on Offering and any future offerings that we may conduct, from the advancement of reimbursable fees and expenses by our Manager and its affiliates, including member of the Sponsor Group, from the proceeds of our current debt obligations and future secured or unsecured financing from banks and other lenders, from projected operating funds from our real estate assets and from any other undistributed cash flow generated from operations.
Our actual results could differ from these estimates. Our significant accounting policies are described in “Note 2 — Summary of Significant Accounting Policies.” Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements.
Our significant accounting policies are described in “ Note 2 — Summary of Significant Accounting Policies. ” Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements.
Interest Expense During the years ended December 31, 2024 and 2023, interest expense totaled $10.0 million and zero, respectively, due to gross interest expense of $12.1 million and $0.5 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $2.3 million and $0.6 million, respectively, partially offset by capitalized interest and fees of $4.4 million and $1.1 million, respectively.
Interest Expense During the years ended December 31, 2025 and 2024, interest expense totaled $17.4 million and $10.0 million, respectively, consisting of gross interest expense of $19.7 million and $12.1 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $2.7 million and $2.3 million, respectively, partially offset by capitalized interest and fees of $5.0 million and $4.4 million, respectively.
The purchase price for Class A units in our Public Offerings is the lesser of (i) the NAV of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE American was open for trading and trading in our Class A units occurred.
The purchase price for Class A units in our Public Offerings is the lesser of (i) the NAV of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE American was open for trading and trading in our Class A units occurred. 43 Table of Contents Each quarter, our Manager calculates our NAV and NAV per Class A unit as of the last day of the quarter (the “Determination Date”).
See “Certain Relationships and Related Transactions, and Director Independence—Our Management Agreement” for additional details regarding our Management Agreement and “Certain Relationships and Related Transactions, and Director Independence—Our Employee and Cost Sharing Agreement” for additional details regarding our employee and cost sharing agreement. 44 Table of Contents For the year ended December 31, 2024, as compared to the same period in 2023, general and administrative expenses decreased by $1.2 million.
See “ Certain Relationships and Related Transactions, and Director Independence—Our Management Agreement ” for additional details regarding our Management Agreement, and “ Certain Relationships and Related Transactions, and Director Independence—Our Services and Cost Sharing Agreement ” for additional details regarding our Services and Cost Sharing Agreement. 45 Table of Contents For the year ended December 31, 2025, as compared to the same period in 2024, general and administrative expenses increased by $1.1 million.
On May 9, 2023, the SEC declared effective our follow-on registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to $750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or through one or more agents. 42 Table of Contents In connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC (the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager.
On May 9, 2023, the SEC declared effective our registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to $750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or through one or more agents (our “Follow-on Offering”).
We do not have office or personnel expenses as we do not have any employees.
We are externally managed and do not have office or personnel expenses as we do not have any employees.
We will pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering.
We will pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering. For the year ended December 31, 2025, we issued 172,523 Class A units in connection with our Follow-on Offering.
Cash Flows The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash (amounts in thousands): Years Ended December 31, 2024 2023 Cash flows used in operating activities $ (13,689 ) $ (6,945 ) Cash flows used in investing activities (138,089 ) (145,123 ) Cash flows provided by financing activities 157,024 30,686 Net increase (decrease) in cash and cash equivalents and restricted cash $ 5,246 $ (121,382 ) As of December 31, 2024 and 2023, cash and cash equivalents and restricted cash totaled approximately $28.8 million and $23.6 million, respectively.
Cash Flows The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash (amounts in thousands): Years Ended December 31, 2025 2024 Cash flows used in operating activities $ (25,208 ) $ (13,689 ) Cash flows used in investing activities (61,980 ) (138,089 ) Cash flows provided by financing activities 87,029 157,024 Net (decrease) increase in cash and cash equivalents, and restricted cash $ (159 ) $ 5,246 As of December 31, 2025 and 2024, cash and cash equivalents and restricted cash totaled approximately $28.7 million and $28.8 million, respectively.
We disclose our determination of NAV and NAV per Class A unit within approximately 60 days of the Determination Date. Any adjustments to our NAV and the per Class A unit purchase price take effect as of the first business day following its public announcement. As of December 31, 2024, our NAV per Class A units was $119.94.
Any adjustments to our NAV and the per Class A unit purchase price take effect as of the first business day following its public announcement. As of December 31, 2025, our NAV per Class A units was $116.17.
The following table details the results of Segment NOI, a supplemental financial measure, reconciled to our consolidated statement of operations for the years ended December 31, 2024, and 2023 (amounts in thousands): Years Ended December 31, 2024 2023 Commercial Segment Mixed-use Segment Total Commercial Segment Mixed-use Segment Total Segment NOI: Rental revenue $ 1,099 $ 1,576 $ 2,675 $ 1,769 $ 485 $ 2,254 Property expenses (1,145 ) (2,989 ) (4,134 ) (730 ) (756 ) (1,486 ) Total Segment NOI $ (46 ) $ (1,413 ) $ (1,459 ) $ 1,039 $ (271 ) $ 768 Non-segment items: Management fees, included in Property expenses (2,705 ) (2,693 ) General and administrative (5,111 ) (6,335 ) Interest expense (10,006 ) — Depreciation and amortization (4,215 ) (2,067 ) Impairment of real estate (777 ) (4,060 ) Interest income 646 113 Other expense (228 ) (87 ) Loss before income taxes (23,855 ) (14,361 ) Provision for income taxes (1 ) (1 ) Net loss (23,856 ) (14,362 ) Net loss attributable to noncontrolling interests — 11 Net loss attributable to Belpointe PREP, LLC $ (23,856 ) $ (14,351 ) Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Segment NOI Commercial Segment For the year ended December 31, 2024, as compared to the same period in 2023, Segment NOI decreased by $1.1 million.
GAAP measure has been included below. 44 Table of Contents Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 The following table sets forth information regarding our results of Segment NOI, reconciled to our consolidated statement of operations, for the years ended December 31, 2025, and 2024 (amounts in thousands): Years Ended December 31, 2025 2024 Commercial Segment Mixed-use Segment Total Commercial Segment Mixed-use Segment Total Segment NOI: Rental revenue $ 936 $ 8,251 $ 9,187 $ 1,099 $ 1,576 $ 2,675 Property expenses (2,077 ) (9,580 ) (11,657 ) (1,145 ) (2,989 ) (4,134 ) Total Segment NOI $ (1,141 ) $ (1,329 ) $ (2,470 ) $ (46 ) $ (1,413 ) $ (1,459 ) Non-segment items: Management fees, included in Property expenses (3,309 ) (2,705 ) General and administrative (6,166 ) (5,111 ) Interest expense (17,441 ) (10,006 ) Depreciation and amortization (8,707 ) (4,215 ) Impairment of real estate — (777 ) Interest income 1,028 646 Other expense (46 ) (228 ) Loss on extinguishment of debt (2,960 ) — Loss before income taxes (40,071 ) (23,855 ) Provision for income taxes — (1 ) Net loss (40,071 ) (23,856 ) Net loss attributable to noncontrolling interests 25 — Net loss attributable to Belpointe PREP, LLC $ (40,046 ) $ (23,856 ) Segment NOI Commercial Segment For the year ended December 31, 2025, as compared to the same period in 2024, Segment NOI decreased by $1.1 million.
For additional details regarding our development properties, see “ Part I, Item 1—Our Investments. ” Net cash flows used in investing activities for the year ended December 31, 2023 primarily relates to the funding of development properties.
Net cash flows used in investing activities for the year ended December 31, 2025 primarily relates to the funding of development properties.
We believe that segment net operating income (loss) (“Segment NOI”) provides a useful measure of our performance of our business, as it reflects the core rental operations of our operating real estate.
We believe that analyzing net operating income (loss) (“NOI”) at the segment level (“Segment NOI”) provides a useful financial performance measure, because it reflects the core rental operations of our real estate assets. We calculate Segment NOI as rental revenue, less property expenses, excluding non-segment NOI (“Non-Segment NOI”).
Each quarter, our Manager calculates our NAV and NAV per Class A unit as of the last day of the quarter (the “Determination Date”). Our NAV per Class A unit is equal to our NAV as of the Determination Date, divided by the number of Class A units outstanding on the Determination Date.
Our NAV per Class A unit is equal to our NAV as of the Determination Date, divided by the number of Class A units outstanding on the Determination Date. We disclose our determination of NAV and NAV per Class A unit within approximately 60 days of the Determination Date.
The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances.
Critical Accounting Estimates Our audited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis.
As of December 31, 2024, we had an unfunded capital commitment totaling $50.3 million under the terms of this agreement. We currently anticipate that the remaining funding for construction and soft costs associated with the development of 1000 First will be a minimum of approximately $62.5 million (inclusive of the aforementioned unfunded capital commitment).
As of the date of this Form 10-K, we currently anticipate the remaining funding for construction and soft costs associated with the development of VIV will be a minimum of approximately $13.3 million (inclusive of the aforementioned unfunded capital commitment).
This decrease is primarily due to lower below-market rent intangible amortization impacting rental revenue, as certain intangible liabilities were fully amortized in 2023, as well as higher real estate taxes and insurance expenses. Mixed-use Segment For the year ended December 31, 2024, as compared to the same period in 2023, Segment NOI decreased by $1.1 million.
This decrease is primarily due to higher real estate tax expenses. Mixed-use Segment For the year ended December 31, 2025, as compared to the same period in 2024, Segment NOI increased by $0.1 million.
Net cash flows used in operating activities for the year ended December 31, 2023 primarily relates to the payment of management fees and employee cost sharing expenses as well as payments for marketing, legal, tax and accounting fees. Net cash flows used in investing activities for the year ended December 31, 2024 primarily relates to the funding of development properties.
Net cash flows used in operating activities for the year ended December 31, 2025 primarily relates to interest expense incurred on our indebtedness, the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees. Operating revenues from recently placed into service properties were substantially offset by the related operating expenses.
We believe that our cash on-hand, the anticipated net proceeds from our Public Offerings, the projected cash flows from our real estate assets and our current and anticipated financing activities will be sufficient to meet our liquidity and capital resource requirements for the next 12 months from the date of issuance of this Form 10-K. 45 Table of Contents Capital Requirements and Resources Where our Manager and its affiliates, including our Sponsor, have funded, and in the future if they continue to fund, our capital requirements by advancing us offering and operating fees and expenses, we reimburse our Manager and its affiliates, including our Sponsor, pursuant to the terms of our management agreement and employee and cost sharing agreement.
We believe that our cash on-hand, the anticipated net proceeds from our Follow-on Offering, and any future offerings that we may conduct, the proceeds from our current debt obligations, the projected cash flows from our real estate assets and our current and anticipated financing activities will be sufficient to meet our liquidity and capital resource requirements for the next 12 months from the date of issuance of this Form 10-K.
For additional details regarding the 1000 First Construction Loan, see “ —Our Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“Viv”) ”. As of December 31, 2024, we have drawn down $29.5 million on the 1000 First Construction Loan.
For additional details regarding VIV, see “ Part I, Item 1—Our Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”) ” 47 Table of Contents 900 8th Avenue South As of December 31, 2025, we have drawn down $10.0 million on the 900 8th Land Loan, which is due to mature in July 2026.
For additional details regarding the 1991 Main Mezzanine Loan, see “ Part I, Item 1—Our Investments—1991 Main Street – Sarasota, Florida (also known as “Aster & Links”) .” In April 2023, our indirect majority-owned subsidiary entered into a construction management agreement for the development of Viv.
See “ Part I, Item 1—Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Construction Management Agreement ” above for additional details regarding the 1991 Main CMA.
Segment NOI is calculated as total revenues, less property expenses, excluding corporate level items, such as management fees incurred to our Manager, depreciation and amortization, general and administrative expenses, interest expense, and other non-operating items.
Non-Segment NOI includes corporate level items, such as management fees incurred to our Manager, general and administrative expenses, interest expense, depreciation and amortization, interest income and other non-operating items. NOI is not a financial measure included in accounting principles generally accepted in the United States of America (“U.S.
General and Administrative General and administrative expenses primarily consists of employee cost sharing expenses (pursuant to our Management Agreement and Employee and Cost Sharing Agreement), marketing expenses, legal, audit, tax and accounting fees.
General and Administrative General and administrative expenses primarily consists of employee cost sharing expenses (pursuant to our Management Agreement and the Amended and Restated Services and Cost Sharing Agreement (the “Services and Cost Sharing Agreement”) by and among us, our Operating Companies, our Manager, our Sponsor and certain of our Sponsor’s subsidiaries, associates and affiliates (collectively, the “Sponsor Group”)), marketing expenses, legal, audit, tax and accounting fees.
Depreciation and Amortization For the year ended December 31, 2024, as compared to the same period in 2023, depreciation and amortization increased by $2.1 million.
For the year ended December 31, 2025, as compared to the same period in 2024 management fees increased by $0.6 million due to an increase in our NAV.
Liquidity Our future needs for liquidity will depend on a variety of factors, including, without limitation, our ability to generate cash flows from operations, the timing and availability of net proceeds from our Public Offerings and any future offerings that we may conduct, the timing and extent of our real estate acquisition and disposition activities, and the timing and extent of our construction and development costs.
Liquidity Our future needs for liquidity will depend on a variety of factors, including, without limitation, our ability to generate cash flows from operations, the timing and availability of net proceeds from our Follow-on Offering and any future offerings that we may conduct, the timing and extent of our real estate acquisition and disposition activities, and the timing and extent of our construction and development costs. 46 Table of Contents Economic uncertainty, fluctuating interest rates, unemployment rates, energy prices, trade disputes, tariffs, recent military actions in Iran and the Middle East, immigration, taxes, inflation, volatility in the real estate markets, slowdowns in transaction volume, delays in financings from banks and other lenders and other negative trends may, in the future, adversely impact our ability to timely access potential sources of liquidity.
Net cash flows provided by financing activities for the year ended December 31, 2024 primarily relates to net proceeds from financings, including the 1991 Main Mezzanine Loan, the 1991 Main Construction Loan, the 1000 First Construction Loan, and the 900 8th Land Loan.
Petersburg, Florida (“VIV”) ” and “ Part I, Item 1—Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans. ” Net cash flows provided by financing activities for the year ended December 31, 2024 primarily relates to the net proceeds from financings, including the variable-rate construction loan with Bank OZK and mezzanine loan with Southern Realty Trust Holdings, LLC that were subsequently retired by the Aster & Links Refinancing Transactions, the 1000 First Construction Loan, and the 900 8th Land Loan.
For additional details regarding Viv, see “ Part I, Item 1—Our Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“Viv”). ” The construction management agreement contains terms and conditions that are customary for a project of this type and will be subject to guaranteed maximum price.
See “ Part I, Item 1—Our Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”) ” above for a more detailed discussion of the 1000 First Construction Loan and 1000 First CMA.
As of December 31, 2024, we had an unfunded capital commitment totaling $9.7 million under the terms of this agreement.
As of December 31, 2025, we had an unfunded capital commitment totaling $3.7 million under the 1991 Main CMA as well as other construction related commitments for the development of Aster & Links.
This increase is primarily due to the placement of fixed assets in service at Aster & Links during 2024, partially offset by lower in-place lease intangible amortization as certain intangible assets were fully amortized in 2023.
This increase is primarily due to the placement of fixed assets in service at Aster & Links and VIV which primarily occurred during the second quarter of 2024 and the fourth quarter of 2025, respectively.
For the year ended December 31, 2024, we issued 41,774 Class A units in connection with our Public Offerings. Together with the gross proceeds raised by Belpointe REIT in its prior offerings, as of December 31, 2024, we have raised aggregate gross offering cash proceeds of $357.3 million.
Together with the gross proceeds raised in our primary offering, which expired in 2024 (our “Primary Offering” and, together with the Follow-on Offering, our “Public Offerings”) and the gross proceeds raised in Belpointe REIT’s prior offerings, as of December 31, 2025, we have raised aggregate gross offering cash proceeds of $368.6 million.
Our Manager continuously reviews our investment and financing strategies for optimization and to reduce our risk in the face of the fluidity of these and other factors. 43 Table of Contents Results of Operations As a result of the placement of Aster & Links in service and the commencement of operations during the year ended December 31, 2024 (see Part I, Item 1—Our Investments ), we have revised our reportable segments to include two distinct segments: Commercial and Mixed-use properties.
Our Manager continuously reviews our investment and financing strategies for optimization and to reduce our risk in the face of the fluidity of these and other factors.
Removed
In addition, our Follow-on Registration Statement constitutes a post-effective amendment to the registration statement on Form S-11, as amended (File No. 333-255424), registering the offer and sale of our ongoing initial public offering of up to $750,000,000 of our Class A units, declared effective by the SEC on September 30, 2021 (our “Primary Offering” and, together with our Follow-on Offering, our “Public Offerings”) conforming our Primary Offering to our Follow-on Offering.
Added
In connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC (the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager.
Removed
This decrease is primarily due to the recent placement of Aster & Links in service during the current year. As the property is still in its initial lease-up phase, rental revenue has not yet fully stabilized to offset property expenses.
Added
Results of Operations The results of operations below presents the operating results of our two reportable segments, Commercial and Mixed-use, along with our consolidated results for the years ended December 31, 2025, and 2024.
Removed
This decrease is primarily due to lower marketing expenses, a decrease in dead deal costs, and a decrease in allocation of costs incurred by our Manager and its affiliates.
Added
GAAP”), however it is widely used in the real estate industry as a measure of the operating performance of real estate assets. Notwithstanding its common usage, NOI should not be considered as an alternative to net income (loss), operating income (loss), or cash flow from operating activities as determined in accordance with U.S. GAAP.
Removed
Economic uncertainty, uncertainty surrounding legislation, regulation and government policy at the U.S. federal level, fluctuating interest rates, unemployment rates, energy prices, tariffs, immigration, taxes, inflation, volatility in the real estate markets, slowdowns in transaction volume, delays in financings from banks and other lenders and other negative trends may, in the future, adversely impact our ability to timely access potential sources of liquidity.
Added
Our computation of NOI may differ from methods used by other companies, and therefore may not be comparable. A reconciliation of Segment NOI to the most directly comparable U.S.
Removed
During the year ended December 31, 2022, our indirect majority-owned subsidiary entered into a construction management agreement for the development of 1991 Main.
Added
The increase in both rental revenues and property expenses relates to the continued stabilization of Aster & Links, which commenced lease-up June 30, 2024, as well as VIV, which commenced leasing activities in the fourth quarter of 2025. As a result, Mixed-use Segment NOI is not directly comparable from year to year.
Removed
For additional details regarding 1991 Main, see “ Part I, Item 1—Our Investments—1991 Main Street – Sarasota, Florida (“Aster & Links”) .” The construction management agreement contains terms and conditions that are customary for a project of this type and will be subject to guaranteed maximum price.
Added
See “ Part I, Item 1—Our Investments ” for a more detailed discussion of Aster & Links and the recent substantial completion of VIV.
Removed
During the year ended December 31, 2023, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement for up to $130.0 million in principal amount to fund the development of Aster & Links.
Added
Non-Segment NOI Management Fees Pursuant to the terms of a Management Agreement by and among us, our Operating Companies and our Manager (the “Management Agreement”), we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75%. The management fee is based on our NAV at the end of each quarter.
Removed
Advances under the 1991 Main Construction Loan bear interest at a per annum rate equal to the one-month term SOFR plus 3.45%, subject to a minimum all-in per annum rate of 8.51%. The 1991 Main Construction Loan has an initial maturity date of May 12, 2027 and contains a one-year extension option, subject to certain restrictions.
Added
This increase is primarily due to the capitalization of certain employee cost sharing and reimbursements to our Manager in the prior year period, which are no longer being capitalized in the current year period, as well as an increase in legal expenses incurred.
Removed
As of December 31, 2024, we have drawn down $97.5 million on the 1991 Main Construction Loan. On January 31, 2024, our indirect majority-owned subsidiary entered into a mezzanine loan agreement for up to $56.4 million in principal amount. The 1991 Main Mezzanine Loan bears interest at a rate of 13.0% per annum, and is secured by Aster & Links.
Added
The increase in interest expense is primarily due to a higher weighted average outstanding debt balance and lower capitalized interest and fees. Depreciation and Amortization For the year ended December 31, 2025, as compared to the same period in 2024, depreciation and amortization increased by $4.5 million.
Removed
In connection with the 1991 Main Mezzanine Loan, we are required to maintain an interest reserve and carry reserve for purposes of paying accrued but unpaid interest on the 1991 Main Mezzanine Loan and interest, principal and other obligations under the 1991 Main Construction Loan. As of December 31, 2024, the 1991 Main Mezzanine Loan balance was $46.2 million.
Added
Loss on extinguishment of debt During the year ended December 31, 2025, in connection with the Aster & Links Refinance Transactions, we recorded a loss on extinguishment of debt of $3.0 million, which includes a non-cash write off of unamortized deferred financing costs of $2.6 million.
Removed
Proceeds under the 1991 Main Mezzanine Loan may be used to reimburse the Company for certain costs and expenses incurred in relation to, and to fund the continued development of, Aster & Links. The 1991 Main Mezzanine Loan has an initial maturity date of May 12, 2027 and contains a one-year extension option, subject to certain restrictions.
Added
See “ Part I, Item 1—Our Investments—1991 Main Street – Sarasota, Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans ” above, and “ Note 7– Debt, Net ” in our consolidated financial statements for a more detailed discussion of the Aster & Links Refinance Transactions.
Removed
On June 28, 2024, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement for up to $104.0 million in principal amount. The 1000 First Construction Loan bears interest at a per annum rate equal to the one-month term SOFR plus 3.80%, subject to a minimum all-in per annum rate of 7.55%, and is secured by Viv.
Added
Capital Resources Where our Manager and its affiliates, including our Sponsor, have funded, and in the future if they continue to fund, our capital requirements by advancing us offering and operating fees and expenses, we reimburse our Manager and its affiliates, including members of the Sponsor, Group pursuant to the terms of our M anagement Agreement and Services and Cost Sharing Agreement.
Removed
Advances under the 1000 First Construction Loan may be used to fund the development of Viv. The 1000 First Construction Loan has an initial maturity date of June 28, 2027 and contains two one-year extension options, subject to certain restrictions.
Added
Our M anager and its affiliates, including members of the Sponsor Group, have deferred the collection of management fees and the reimbursement of operating fees and expenses, without interest, and may continue to do so in the future, to support our operations and ensure that we maintain sufficient liquidity under the terms of our guaranty agreements.
Removed
On June 26, 2024, our indirect majority-owned subsidiary entered into a fixed-rate loan for $10.0 million in principal amount with KHRE SMA Funding, LLC, which is secured by 900 8th Avenue South.
Added
All or any part of deferred fees and expenses may be taken in any period as determined by the Manager. Aster & Links In September 2025, we completed approximately $204.1 million in post-construction Aster & Links Refinance Transactions, the proceeds of which were used to retire existing construction debt and will provide additional liquidity to support lease-up and stabilization.
Removed
The 900 8th Land Loan bears interest at a rate of 9.50% per annum, and is due to mature on June 26, 2025, with two six-month extension options, subject to certain restrictions.
Added
In connection with the Aster & Links Refinance Transactions we also entered into a series of guaranty agreements whereby we have guaranteed payment and performance of certain of the Aster & Links Borrowers’ obligations under the Aster & Links Loan Agreements.
Removed
For additional details regarding our outstanding indebtedness, see “ —Liquidity and Capital Resources .” Net cash flows provided by financing activities for the year ended December 31, 2023 primarily relates to the net proceeds from 1991 Main Construction Loan, proceeds from our Public Offerings, and proceeds from our loan from an affiliate. 47 Table of Contents Critical Accounting Policies Our audited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.
Added
The guaranty agreements require, among other things, that we maintain certain net worth and liquid asset standards during the term of the Aster & Links Loans. As of December 31, 2025, we were in compliance with all of the net worth and liquid asset standards.
Added
See “ Part I, Item 1—Our Investments—1991 Main Street – Sarasota, Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans ” above, and “ Note 7– Debt, Net ” in our consolidated financial statements for a more detailed discussion of the Aster & Links Refinance Transactions.
Added
For additional details regarding Aster & Links, see “ Part I, Item 1—Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”) .” VIV As of December 31, 2025, we have drawn down $81.3 million on the 1000 First Construction Loan and had an unfunded capital commitment of $10.6 million under the 1000 First CMA.
Added
For additional details regarding our development properties, see “ Part I, Item 1—Our Investments. ” Net cash flows used in investing activities for the year ended December 31, 2024 primarily relates to the funding of development properties. 48 Table of Contents Net cash flows provided by financing activities for the year ended December 31, 2025 primarily relates to the net proceeds from debt financing activities, including additional draws on the 1000 First Construction Loan and net cash proceeds generated from the Aster & Links Refinancing Transactions further described in “ Part I, Item 1—Our Investments—1000 First Avenue North and 900 First Avenue North – St.
Added
Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
Added
Emerging Growth and Smaller Reporting Company Status We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk. We are a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, as as a result are not required to provide the information required by this Item. 48 Table of Contents
Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk. We are a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, as a result are not required to provide the information required by this Item. 49 Table of Contents

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