Filing Analysis
Belpointe PREP, LLC announced its quarterly Net Asset Value (NAV) determination as of June 30, 2026. The company reported a NAV per Class A unit of $116.37.
📋 Key Facts
- Determination Date: June 30, 2026
- Total Assets: $761,525,631
- Investments in real properties: $727,299,889
- Cash and cash equivalents: $15,636,979
- Total Liabilities: $306,512,164
- Total NAV: $455,013,467
- Class A units outstanding: 3,909,902
- NAV per Class A unit: $116.37
Belpointe PREP, LLC entered into a loan modification agreement on June 10, 2026, for a fixed-rate loan secured by the 900 8th Avenue South property in Nashville, Tennessee. The agreement extends the loan maturity date by one year and involves a partial principal paydown.
📋 Key Facts
- Loan maturity date extended from July 2, 2026, to July 2, 2027.
- Total payment to lender: approximately $2.4 million.
- Payment breakdown: $1.5 million in principal paydown and ~$0.9 million in prepaid interest and fees.
- Post-modification principal balance: $8.5 million.
Belpointe PREP, LLC reported its quarterly Net Asset Value (NAV) as of March 31, 2026. The company disclosed a total NAV of $453,157,249, resulting in a NAV per Class A unit of $116.25.
📋 Key Facts
- Total Assets as of March 31, 2026: $755,611,260
- Total Liabilities as of March 31, 2026: $302,454,011
- Net Asset Value (NAV): $453,157,249
- Class A units outstanding: 3,898,104
- NAV per Class A unit: $116.25
- Investments in real properties account for the bulk of assets at $724,820,038
Belpointe PREP, LLC entered into a $5 million convertible loan agreement to fund the purchase of real property at 100 Tokeneke Road, CT. Simultaneously, a related party consisting of family members of the CEO provided a $3.25 million convertible loan to the same entity, resulting in the related party owning 50% of the project entity.
🚩 Red Flags
- Related-party transaction involving immediate family members of the CEO.
- The related party gained 50% ownership of the asset entity through a mandatory conversion clause.
- The filing is an amendment (8-K/A) to correct errors in a previous disclosure, indicating potential lack of diligence in initial reporting.
📋 Key Facts
- Company provided a $5,000,000 convertible loan via subsidiary BPOZ 100 Tokeneke Holding, LLC to 100 Tokeneke Road, LLC on March 3, 2026.
- Loan terms: 3.6% interest per annum, maturity date March 3, 2028.
- Conversion price for Class A units of Tokeneke Partners is $14.50 per unit.
- A related party (family members of the CEO) provided a concurrent loan of $3,250,000.
- The related party loan included a mandatory conversion of $625,000, making the related party a 50% beneficial owner of Tokeneke Partners.
- The filing is an 8-K/A amendment to correct a 'scrivener's error' regarding the maturity date from a previous filing.
Belpointe PREP, LLC issued a $5 million convertible loan to finance a real estate acquisition in Darien, CT, alongside a $3.25 million loan from an entity owned by the CEO's family. The related party immediately converted a portion of its loan to acquire a 50% beneficial ownership stake in the target holding company.
🚩 Red Flags
- Significant related-party transaction involving the CEO's immediate family members.
- The related party secured a 50% equity stake in the target entity while the public company provided the majority of the debt financing ($5M vs $3.25M).
📋 Key Facts
- The Company's subsidiary, BPOZ 100 Tokeneke Holding, LLC, provided a $5,000,000 loan at 3.6% interest to 100 Tokeneke Road, LLC.
- The loan is convertible into Class A units of Tokeneke Partners, LLC at a price of $14.50 per unit.
- A related party owned by the CEO's immediate family provided a concurrent $3,250,000 loan to the same borrower.
- The related party converted $625,000 of its loan into equity, resulting in a 50% beneficial ownership of Tokeneke Partners.
- The proceeds were used to purchase real property located at 100 Tokeneke Road, Darien, Connecticut.
- The transaction was approved by the Company's Conflicts Committee.
Belpointe PREP, LLC entered into a Letter Agreement with Daniel Suozzi regarding his ownership interest in Tokeneke Partners. The agreement includes put and call options allowing for the exchange of real estate interests for Class A units at a fixed price of $14.50 per unit.
🚩 Red Flags
- Potential dilution: The company must issue Class A units to satisfy the put/call options.
- Fixed price risk: The $14.50 per unit strike price creates a potential liability if the market price of Class A units falls significantly below this level during the option periods.
📋 Key Facts
- Effective Date: January 6, 2026
- Transaction involves Daniel Suozzi contributing indirect ownership in real property at 100 Tokeneke Road, Darien, CT to Tokeneke Partners.
- Suozzi receives 243,000 Class B units in exchange for the property interest.
- Put Option: Suozzi can force the Company to buy units between Jan 6, 2026, and May 31, 2027, at $14.50 per unit, paid in Class A units based on market price.
- Call Option: Tokeneke Manager, LLC can force Suozzi to sell units between June 1, 2027, and Dec 31, 2027, at the same terms.
- The Company is obligated to register the Class A units issued in these transactions for resale.
Belpointe PREP, LLC entered into a mortgage and mezzanine loan agreement totaling approximately $204.14 million to refinance existing debt and fund leasing expenses for its 'Aster & Links' property in Sarasota, Florida.
🚩 Red Flags
- Variable-rate debt exposure (Term SOFR + spread) increases interest rate risk.
- The company must maintain specific net worth and liquid asset standards to avoid default.
- Lender has the right to securitize or sell the loans, which can lead to changes in loan servicing/terms.
📋 Key Facts
- Entered into variable-rate mortgage and mezzanine loan agreements with SM Finance III LLC on September 29, 2025.
- Aggregate principal amount of up to $204.14 million; $172.83 million advanced at closing.
- Interest rate is Term SOFR + 2.55% (with a 3.25% floor).
- Initial maturity date is October 11, 2027, with two optional one-year extensions subject to lender approval.
- $165.76 million of proceeds used to extinguish existing Bank OZK and Southern Realty Trust Holdings debt.
- The loans are secured by a first-priority mortgage on the 'Aster & Links' property and a pledge of BPOZ 1991 Main interests.
- Includes an interest rate cap agreement with a strike rate of 6.0% through October 2027.
Belpointe PREP, LLC entered into two new loan agreements (a mortgage loan and a mezzanine loan) totaling up to $204.1 million to refinance existing debt and fund development costs for the 'Aster & Links' project in Sarasota, Florida.
🚩 Red Flags
- Increased reliance on variable-rate financing (Term SOFR) exposes the company to interest rate volatility.
- The use of mezzanine debt (SOFR + 6.75%) indicates a high cost of capital for specific layers of the project's capital stack.
📋 Key Facts
- Entered into 1991 Main Mortgage Loan Agreement with SM Finance III LLC for up to $163.3 million.
- Mortgage loan interest rate: Term SOFR + 1.5%.
- Initial mortgage loan advance of $138.3 million, with $114.1 million used to refinance Bank OZK debt.
- Entered into 1991 Main Mezzanine Loan Agreement for up to $40.8 million.
- Mezzanine loan interest rate: Term SOFR + 6.75%.
- Initial mezzanine advance of $34.6 million used to refinance Southern Realty Trust Holdings, LLC debt.
- Both loans have an initial maturity date of October 11, 2027, with two optional one-year extensions.
- Proceeds are earmarked for leasing non-residential space, capital expenditures, and debt service at the Aster & Links project.
Belpointe PREP, LLC entered into a Purchase and Sale Agreement to sell its 3.2-acre land assemblage in Nashville, Tennessee, for an aggregate price of $19.3 million.
🚩 Red Flags
- The buyer holds significant discretionary extension rights, which can delay the certainty of cash inflow.
- Earnest money is non-refundable only after the Inspection Date, leaving a window of risk for the seller.
📋 Key Facts
- Sale of property located at 900 8th Avenue South, Nashville, TN (including improvements and intangible personal property).
- Aggregate purchase price: $19.3 million, subject to adjustments for additional units constructed by the buyer.
- Buyer is WP South Acquisitions, L.L.C., a Georgia LLC.
- Contract Date was August 26, 2025; Earnest money deposit of $150,000 has been posted.
- Closing is expected within 180 days following the Inspection Date (which follows a 120-day entitlement period).
- Buyer has several discretionary extension options for both the inspection and closing periods.
Belpointe PREP, LLC held its annual meeting of unitholders on September 12, 2025. Unitholders approved the election of two Class I directors and ratified the appointment of CohnReznick LLP as the company's independent registered public accounting firm.
🚩 Red Flags
- High number of broker non-votes/abstentions in director elections suggests potential lack of engagement or administrative complexity in unitholder structure.
📋 Key Facts
- Annual Meeting held on September 12, 2025.
- Timothy Oberweger was elected to the Board of Directors (916,800 votes 'For').
- Shawn Orser was elected to the Board of Directors (623,240 votes 'For').
- CohnReznick LLP was ratified as the independent registered public accounting firm for fiscal year 2025.
- Class M unit holder holds significant voting power (10x multiplier) on matters excluding director elections.
Belpointe PREP, LLC announced that its subsidiary exercised a first extension option on a $10.0 million loan secured by Nashville real estate. The maturity date for the 9.50% fixed-rate loan has been moved from June 26, 2025, to January 2, 2026.
🚩 Red Flags
- Debt extension indicates the borrower was unable to repay or refinance the $10M principal by the original June 2025 deadline.
- Company has provided a guaranty for the subsidiary's debt, exposing the parent entity to recourse obligations.
📋 Key Facts
- Borrower: 900 Eighth, LP (indirect majority-owned subsidiary of the Company).
- Lender: KHRE SMA Funding, LLC.
- Principal Amount: $10.0 million.
- Interest Rate: 9.50% per annum (fixed).
- Collateral: 3.2-acre land assemblage at 900 8th Avenue South, Nashville, Tennessee.
- New Maturity Date: January 2, 2026 (extended from June 26, 2025).
- The Company reaffirmed its Guaranty of Recourse Obligations and Debt Service and Carry Guaranty.
Belpointe PREP, LLC announced that its independent auditor, Citrin Cooperman & Company, LLP, has declined to stand for re-election due to a strategic shift in the firm's focus. The company has appointed CohnReznick LLP as its new independent registered public accounting firm effective immediately.
🚩 Red Flags
- Sudden departure of an auditor (even if attributed to strategic shifts) can sometimes signal underlying friction or difficulty in finding replacement firms.
- The immediate effectiveness of the change requires a transition during the 2025 fiscal year, which may impact reporting timelines.
📋 Key Facts
- Citrin Cooperman & Company, LLP notified the company on April 11, 2025, of its decision not to stand for re-election.
- The auditor's departure is attributed to a strategic shift in focus toward industries outside of Belpointe PREP’s core business sector.
- Audit reports for fiscal years ended December 31, 2024, and 2023, contained no adverse opinions, disclaimers, or qualifications.
- The company reported no disagreements with Citrin regarding accounting principles, financial statement disclosure, or auditing scope/procedures.
- CohnReznick LLP was appointed as the new independent auditor on April 17, 2025, following a competitive process.
Belpointe PREP, LLC held its annual meeting on January 28, 2025, successfully electing a Class III director and ratifying the appointment of Citrin Cooperman & Company, LLP. Notably, the company has regained compliance with NYSE American listing standards after previously receiving a deficiency notice for failing to hold its annual meeting in a timely manner.
🚩 Red Flags
- Past non-compliance with NYSE listing standards regarding timely annual meetings (Section 704 of NYSE American Company Guide).
📋 Key Facts
- Annual Meeting held on January 28, 2025.
- Brandon Lacoff was elected as Class III director (37,470,930 votes 'For').
- Citrin Cooperman & Company, LLP ratified as independent registered public accounting firm for FY2024.
- The company received a non-compliance notice from NYSE American on January 6, 2025, regarding failure to hold the 2023 annual meeting by Dec 31, 2024.
- NYSE American acknowledged the company regained compliance on January 30, 2025.
Belpointe PREP, LLC received a non-compliance notice from NYSE American due to failure to hold its 2023 Annual Meeting by the required deadline. The company has rescheduled the meeting for January 28, 2025, to attempt to regain compliance and avoid potential ticker symbol changes.
🚩 Red Flags
- Delisting/Non-compliance notice from NYSE American
- Failure to achieve a quorum at the initial Annual Meeting attempt
- Potential for '.BC' ticker symbol indicator, which often signals increased volatility and reduced liquidity
📋 Key Facts
- Received a letter from NYSE American LLC on January 6, 2025, regarding non-compliance with Section 704 of the NYSE American Company Guide.
- Non-compliance stems from failure to hold the Annual Meeting for the fiscal year ended December 31, 2023, by the December 31, 2024 deadline.
- The company's ticker symbol may include a '.BC' (below compliance) indicator until compliance is regained.
- The previous Annual Meeting on December 19, 2024, was adjourned due to lack of a quorum.
- The rescheduled Annual Meeting is set for January 28, 2025, at 12:00 p.m. E.T.
Belpointe PREP, LLC announced the adjournment of its annual meeting of unitholders. The meeting, originally scheduled for December 19, 2024, failed to reach a quorum and has been reconvened for January 24, 2025.
🚩 Red Flags
- Failure to reach a quorum at the initial annual meeting suggests potential issues with unitholder engagement or proxy solicitation efficacy.
📋 Key Facts
- The Annual Meeting held on December 19, 2024, was adjourned due to the lack of a quorum.
- The adjourned meeting is scheduled to reconvene on Friday, January 24, 2025, at 12:00 p.m. E.T.
- The location remains the Company's corporate headquarters in Greenwich, Connecticut.
- The record date for the Annual Meeting remains October 30, 2024.
- There are no changes to the agenda or items of business to be voted upon.
The Company issued a press release regarding its initial assessment of property damage caused by Hurricane Milton at two specific locations in Florida: Aster & Links (Sarasota) and Viv (St. Petersburg).
🚩 Red Flags
- Potential physical asset damage/loss from natural disaster
📋 Key Facts
- Event Date: October 14, 2024
- Impacted Properties: Aster & Links (Sarasota, FL) and Viv (St. Petersburg, FL)
- Nature of event: Hurricane Milton impact assessment
Belpointe PREP, LLC's subsidiary entered into a $104 million construction loan agreement on June 28, 2024, to fund the development and leasing of its 'Viv' investment in St. Petersburg, Florida. The loan includes significant guarantees from the parent company and requires maintaining specific net worth and liquidity covenants.
🚩 Red Flags
- Significant contingent liabilities via Debt Service, Completion, and Non-Recourse Carveout Guarantees.
- Restrictive financial covenants (Net Worth $\ge$ $110M; Liquidity $\ge$ $10M) that could trigger default if asset valuations or cash positions fluctuate.
📋 Key Facts
- Loan amount: Up to $104 million in principal.
- Interest rate: 3.8% per annum plus one-month term SOFR.
- Maturity date: June 28, 2027, with two optional one-year extensions.
- Collateral: First-lien mortgage on 1000 1st Avenue North, St. Petersburg, Florida ('Viv').
- Guarantees provided by Company: Debt Service and Carry Guaranty, Completion Guaranty, and Non-Recourse Carveout Guaranty.
- Financial Covenants: Must maintain a net worth of at least $110.0 million and liquidity of at least $10.0 million.
Belpointe PREP, LLC entered into a $56.3 million mezzanine loan agreement to fund the development of its 1991 Main Street property in Sarasota, Florida. The company provided significant guarantees and is subject to strict financial covenants regarding liquid assets and net worth.
🚩 Red Flags
- High interest rate (13.0%) on the mezzanine debt.
- Significant contingent liabilities via debt service, completion, and carveout guarantees for both this loan and a separate $130M mortgage loan.
- Strict financial covenants (liquid assets and net worth) that could trigger defaults if property development or market conditions shift.
📋 Key Facts
- Entered into Mezzanine Loan Agreement on January 31, 2024, with Southern Realty Trust Holdings, LLC.
- Loan principal amount: up to $56.3 million.
- Interest rate: 13.0% per annum.
- Maturity date: May 12, 2027 (with a one-year extension option).
- Collateral: Secured by the company's investment in 1991 Main Street, Sarasota, FL.
- Guarantees provided: Debt service/carry guaranty, completion guaranty, and carveout guaranty.
- Financial covenants: Must maintain liquid assets ≥ $20.0 million and net worth ≥ $130.0 million.