What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-20 compared with 2025-03-31 · 358 added, 295 removed, 238 unchanged (73% of the section changed)

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offer and related conversion and merger transaction.

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”).

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.

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”).

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.

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.

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.

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

On May 9, 2023, the U.S.

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”).

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.

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 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.

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.

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.

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.

of our Business and Operations

are the only publicly traded qualified opportunity fund listed on a national securities exchange.

We are a Delaware limited

liability company formed on January 24, 2020, and a partnership for U.S.

We are a Delaware limited liability

company formed on January 24, 2020, and a partnership for U.S.

federal income tax purposes.

We are focused on identifying,

acquiring, developing or redeveloping and managing commercial and mixed-use real estate located within qualified opportunity zones.

At least 90% of our assets consist of qualified opportunity zone property.

We qualified as a qualified opportunity fund beginning

with our taxable year ended December 31, 2020.

Because we are a qualified opportunity fund certain of our investors are eligible for

favorable capital gains tax treatment on their investments.

We are focused on identifying, acquiring,

developing or redeveloping and managing commercial and mixed-use real estate located within qualified opportunity zones.

of our assets consist of qualified opportunity zone property.

We qualified as a qualified opportunity fund beginning with our taxable

year ended December 31, 2020.

Because we are a qualified opportunity fund certain of our investors are eligible for favorable capital

gains tax treatment on their investments.

of our assets are and will continue to be held by, and all of our operations are and will continue to be conducted through, one or more

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our behalf with the goal of maximizing our operating cash flow and preserving our invested capital.

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’s

financial management division also currently manages over $5 billion in public securities.

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 $6 billion in public

Investment Objectives and Investment Strategy

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pay attractive and consistent cash distributions over the long term;

grow net cash from operations so that an increasing amount of cash flow is available for distributions to investors over the long

grow net cash from operations so that an increasing amount of cash flow is available for

distributions to investors over the long term;

realize growth in the value of our investments.

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in our Operating Agreement on the amount or percentage of assets that may be invested in a single property.

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.

Reporting Segments

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.

Opportunity Zone Program

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.

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.

are more than 8,700 qualified opportunity zones throughout the United States and its territories.

“qualified opportunity fund” is generally defined as an investment vehicle that is taxed as a corporation or partnership

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 must determine whether it meets the 90% Asset Test on each

of (i) the last day of the first six-month period of its taxable year, and (ii) the last day of its taxable year (each a “Test

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.

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.

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.

“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.

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

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.

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”).

A Qualified Opportunity Fund must determine whether it meets

the 90% Asset Test on each of (i) the last day of the first six-month period of its taxable year, and (ii) the last day of its taxable

year (each a “Test Date”).

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.

Department of the Treasury (the “Treasury”) and U.S.

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”).

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.

A “rural area” is a city or town (and certain contiguous and adjacent areas)

that has a population of 50,000 inhabitants or less.

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

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.

to a one-time six-month cure period, for each month following a Test Date in which a qualified opportunity fund fails to meet the 90%

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failure is due to reasonable cause.

initially qualified as a qualified opportunity fund beginning with our taxable year ended December 31, 2020.

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”).

The 180-day period generally begins on the day on which the gains would be recognized for

federal income tax purposes had they not been reinvested into a qualified opportunity fund.

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.

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”).

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.

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.

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.

This includes natural persons as well as entities

such as corporations, regulated investment companies, real estate investment trusts (“REITs”), partnerships and other pass-through

entities (including, certain common trust funds, qualified settlement funds, and disputed ownership funds).

Eligible investors must make

deferral elections on Form 8949, Sales and Other Dispositions of Capital Assets , which will need to be attached to their U.S.

federal income tax returns for the taxable year in which the capital gain would have been recognized had it not been deferred.

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.

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.

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 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.

gains by investing in a QOF within the applicable 180-day period.

This includes natural persons as well as entities such as corporations,

regulated investment companies, real estate investment trusts (“REITs”), partnerships and other pass-through entities (including,

certain common trust funds, qualified settlement funds, and disputed ownership funds).

Eligible investors must make deferral elections

on Form 8949, Sales and Other Dispositions of Capital Assets , which will need to be attached to their U.S.

federal income tax

returns for the taxable year in which the capital gain would have been recognized had it not been deferred.

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;

current tax year capital gains deferred by investing in a QOF;

and (iii) QOF investments disposed of during the tax year.

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.

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

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.

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.

will not be available with respect to sales or exchanges after December 31, 2047.

of the date of this Form 10-K, our investment portfolio consisted of the following commercial and mixed-use rental

investor will not be required to pay federal income tax on a sale of its QOF investment interest.

This benefit will not be available

with respect to sales or exchanges after December 31, 2047.

of the date of this Form 10-K, our investment portfolio consisted of the following commercial and mixed-use properties:

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.

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.

accounted for the transaction as an asset acquisition.

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 .

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.

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.

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.

May 2023, we announced the signing of a definitive lease agreement with Sprouts Farmers Market (“Sprouts”).

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.

& 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.

in downtown Sarasota, at the intersection of Main Street and Links Avenue, Aster & Links is located in a high foot traffic area next

to a number of popular retail establishments.

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.

Aster & Links is well-positioned to be a

premier residential and retail destination in the heart of this vibrant city.

Main Construction Management Agreement

& 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.

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.

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 ®

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.

The development also includes approximately 51,000 square feet

of ground-floor retail space and more than 900 garage and surface-level parking spaces designed to accommodate both residents and retail

September 2025, we completed an approximately $204.1 million post-construction financing for Aster & Links, the proceeds of which

were used to retire existing construction debt and will provide additional liquidity to support lease-up and stabilization.

the refinancing to generate annual interest savings of several million dollars over the term of the loans.

See “ —Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans ”

below for a more detailed discussion of the refinancing.

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.

As of March 8,

2026, Aster & Links was greater than 67% leased.

occupies approximately 23,000 square feet of retail space at Aster & Links, and, together with other curated retail tenants, enhances

the project’s walkability and community activation.

Situated in downtown Sarasota, at the intersection of Main Street and Links

Avenue, Aster & Links is located in a high foot traffic area next to a number of popular retail establishments.

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.

& Links Mortgage and Mezzanine Loans

On September 29, 2025, we, through our indirect majority-owned subsidiaries,

BPOZ 1991 Main, LLC (“BPOZ 1991 Main”), and BP Mezz 1991 Main, LLC, the holding company for BPOZ 1991 Main (“BP Mezz

1991 Main” and, together with BPOZ 1991 Main, the “Aster & Links Borrowers”), entered into a variable-rate mortgage

loan agreement (the “Aster & Links Mortgage Loan Agreement”) and variable-rate mezzanine loan agreement (the “Aster

& Links Mezzanine Loan Agreement” and, together with the Aster & Links Mortgage Loan Agreement, and all other agreements

and instruments executed by the Aster & Links Borrowers or the Company in connection therewith, the “Aster & Links Loan

Agreements”) with SM Finance III LLC (the “SMF”), for up to approximately $204.1 million in aggregate principal amount

(the “Aster & Links Loans” or “Aster & Links Refinance Transactions”), of which a total of approximately

$172.8 million was advanced at the closing (the “Initial Advance”).

The Aster & Links Loans bear interest at a fluctuating

rate based on:

(i) one-month term Secured Overnight Financing Rate (“SOFR”), subject to a 3.25% floor, plus (ii) a blended

rate of 2.55%, require interest-only monthly payments during their term, and initially mature on October 11, 2027, with two one-year extensions

exercisable at the Aster & Links Borrowers’ election, but subject to SMF’s approval based on certain terms and conditions

set forth in the Aster & Links Loan Agreements.

used approximately $165.8 million of the proceeds from the Initial Advance to extinguish our existing variable-rate construction loan

with Bank OZK and mezzanine loan with Southern Realty Trust Holdings, LLC.

The remaining proceeds from the Initial Advance and any proceeds

from additional advances may be used to fund expenses that we incur or advance in connection with leasing the remaining non-residential

space at Aster & Links, as well as for certain capital expenditures, and, subject to the terms and conditions set forth in the Aster

& Links Loan Agreements, to fund up to an aggregate of $9.0 million in earnouts, and up to an aggregate of $9.0 million in approved

debt service and carry expenses.

Aster & Links Loans are secured by a first-priority mortgage on Aster & Links by BPOZ 1991 Main in favor of SMF, and a pledge

by BP Mezz 1991 Main of all of its rights, title and interest in BPOZ 1991 Main to SMF.

In addition, we have entered into a series of

guaranty agreements in favor of SMF, whereby the Company, as guarantor, has guaranteed payment and performance of certain of the Aster

& Links Borrowers’ obligations under the Aster & Links Loan Agreements.

The guaranty agreements also require, among other

things, that we maintain certain net worth and liquid asset standards during the term of the Aster & Links Loans.

of December 31, 2025, we have drawn down approximately $173.9 million under the Aster & Links Loans.

& Links Construction Management Agreement

the year ended December 31, 2022, our indirect wholly-owned subsidiary entered into a construction management agreement for the development

of Aster & Links.

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”).

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%.

Main Construction Loan

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.

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.

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.

As of December 31, 2024, we have drawn

down $97.5 million on the 1991 Main Construction Loan.

Main Interest Rate Cap

required under the terms of the 1991 Main Construction Loan Agreement, our indirect majority-owned subsidiary also entered into an interest

rate cap agreement, effective July 10, 2024 (“1991 Main Interest Rate Cap”), which, as of December 31, 2024, had a notional

amount of approximately $102.8 million a one-month SOFR rate based strike price of 5.07%, and which is due to mature on July 10, 2025.

Main Mezzanine Loan

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”) with Southern Realty Trust Holdings, LLC (the “1991 Main Mezzanine Lender”).

The 1991 Main Mezzanine Loan bears interest at a rate of 13.0% per annum and is secured by our investment in Aster & Links.

under the 1991 Main Mezzanine Loan may be used to reimburse us 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.

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 (the “Reserves”).

We also provided the 1991 Main Mezzanine Lender with (i) a completion guaranty, which, among other

things, guarantees completion of the work on Aster & Links, and (ii) a carveout guaranty, which, among other things, indemnifies

the 1991 Main Mezzanine Lender for losses resulting from certain “bad acts,” insolvency, environmental conditions, violations

of the terms of the 1991 Main Mezzanine Loan and certain provisions of the 1991 Main Construction Loan Agreement (collectively, the “Mezzanine

Guarantees”).

The 1991 Main Construction Loan and the 1991 Main Mezzanine Loan contain financial

covenants requiring that we maintain liquid assets of no less than $20.0 million and a net worth of no less than $130.0 million.

December 31, 2024, the principal balance of the 1991 Main Mezzanine Loan was $46.2 million.

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 completed the

redevelopment of this property into additional non-exclusive parking for Sprouts, our grocery store tenant at Aster & Links.

of Aster & Links (the “1991 Main CMA”).

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%.

& Links Interest Rate Caps

connection with the Aster & Links Loans, the Borrowers have entered into interest rate cap agreements (the “Aster & Links

Interest Rate Cap”) with an aggregate notional amount of approximately $204.1 million and one-month term SOFR strike rate equal

to 6.0% per annum, which Aster & Links Interest Rate Cap has been assigned to SMF pursuant to the terms of the Aster & Links

Loans Agreements.

The Aster & Links Interest Rate Cap will continue through October 15, 2027, and, pursuant to the terms of the Aster

& Links Loan Agreement, must either be extended or the Borrowers must enter into a new interest rate cap agreement that extends through

the date of any extensions granted by SMF.

First Avenue North and 900 First Avenue North – St.

Petersburg, Florida (“Viv”) – We previously acquired

several parcels, comprising 1.6-acres of land (previously referred to as 902-1020 First Avenue North, St.

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.

We currently anticipate construction to be substantially completed in

the second half of 2025, with leasing to begin prior.

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.

Amenities at Viv include a clubroom, fitness center, courtyard with a swimming pool, shared working space and a leasing

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.

It features direct access to downtown amenities such

as public parking, restaurants, museums and cultural sites.

July of 2024, the St.

Petersburg City Council voted to approve a joint plan by the Tampa Bay Rays, City of St.

Petersburg and Pinellas

County to build a brand new approximately 30,000 seat stadium for the Tampa Bay Rays as part of the 86-acre Historic Gas Plant District

redevelopment project in downtown St.

Petersburg, located just half a mile from Viv.

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.

Petersburg placed 42 nd on Niche’s 2024 Best Cities to Live in America list, earning an Overall Niche Grade of “A.”

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.

Petersburg is one of the fastest growing neighborhoods in the Tampa-St.

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.

Petersburg, Florida (“VIV”) – 1000 First Avenue North,

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.

Leasing commenced in October 2025, and the first residential move-ins occurred in November 2025.

of March 8, 2026, VIV was greater than 37% leased.

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.

Amenities include a clubroom,

fitness center, courtyard with a swimming pool, shared working space, and leasing office.

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.

The property offers direct access to downtown amenities, including public parking, restaurants, museums,

and cultural attractions.

Petersburg placed 46th on Niche’s 2025 Best Cities to Live in

America list, earning an Overall Niche Grade of “A.” 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.

Petersburg is one

of the fastest growing neighborhoods in the Tampa-St.

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.

Petersburg-Clearwater MSA is home to more than 19 corporate headquarters, seven of which are on the 2025 edition

1000 (listing the fastest-growing private companies in America).

Petersburg area also includes a branch of St.

Petersburg College and the University of South Florida St.

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).

First Avenue North (“900 First”) is a parcel of land with a two-tenant retail building which we acquired for an aggregate

College and the University of South Florida St.

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).

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 taken

the additional development rights and added them to 1000 First.

First Construction Management Agreement

April 2023, our indirect majority-owned subsidiary entered into a construction management agreement in connection with the

development of 1000 First.

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.

First Construction Loan

900 First will remain a two-tenant retail building, and we have transferred

the additional development rights to VIV.

Construction Management Agreement

April 2023, our indirect majority-owned subsidiary entered into a construction management agreement in connection with the development

of VIV (the “1000 First CMA”).

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.

Construction Loan

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.

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

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.

various lenders, which is secured by VIV.

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.

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.

First Interest Rate Cap

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.

In addition, we

have entered into a series of guaranty agreements which require, among other things, that we maintain certain net worth and liquid asset

standards during the term of the 1000 First Construction Loan.

The 1000 First Construction Loan is prepayable in whole or in part at

any time with not less than 45 days’ notice.

Full prepayment is subject to an interest rate make-whole amount, if any, calculated

as of the prepayment date.

Interest Rate Cap

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.

1702 and 1710 Ringling Boulevard – Sarasota, Florida – 1701 Ringling Boulevard (“1701 Ringling”) and 1710

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some of which includes walking trails.

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.

As part of the transaction two unaffiliated joint venture partners (the “CMC JV Partners”)

were deemed to have made initial capital contributions to CMC.

Following our acquisition of the CMC Interest, we discovered that one

of the CMC JV Partners had misappropriated cash from the other’s cash account.

Accordingly, the CMC JV Partner forfeited $1.0 million,

or 29.8%, of their noncontrolling interest in CMC on March 24, 2023.

As a result of the forfeiture, we indirectly own a 100% controlling

interest in CMC.

March 9, 2026, in accordance with the terms set forth in CMC’s Amended and Restated Limited Liability Company Agreement, we,

through CMC, entered into a letter agreement (the “CMC Letter Agreement”) to redeem the remaining non-controlling equity

interest held by the sole CMC JV Partner, for an aggregate amount of $1.6 million representing the entities original investment

together with all accrued and unpaid preferred returns thereon through the date of the CMC Letter Agreement.

currently anticipate 497-501 Middle will be developed into an approximately 261-apartment home community and an adjacent single-family

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in Storrs, Connecticut (“Storrs”), approximately 30 minutes from Hartford, Connecticut, and 90 minutes from Boston, Massachusetts.

UConn ranked 26th among “top public universities” nationally in the 2024 U.S.

UConn ranked 32nd among “Top Public Schools” nationally in the 2025 U.S.

New & World Report (“U.S.

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assemblage, which we acquired for an aggregate purchase price of $19.7 million, inclusive of transaction costs.

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”).

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.

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.

In 2025, we exercised all six-month

extension options on the 900 8th Land Loan, extending the maturity to July 2026.

8th Avenue South is located in central Nashville at the north end of the 8th Avenue South District, within walking distance of a number

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including residential, retail and office with a maximum of 300 residential multi-family units and a maximum of seven stories.

8th Purchase and Sale Agreement

September 15, 2025, 900 Eighth entered into an Agreement for Purchase and Sale of Property, as amended by the First Amendment to Agreement for Purchase and Sale of Property, dated January 12, 2026 (collectively

the “Amended 900 8th Purchase and Sale Agreement”)

with WP South Acquisitions, L.L.C.

(“WP South”), for the sale of 900 8th Avenue South,

together with all improvements thereon and rights to intangible personal property related thereto, for an aggregate purchase price of

$19.3 million, subject to adjustment for any additional number of units that WP South is permitted and intends to construct in excess

of the minimum number of units set forth in the 900 8th Purchase and Sale Agreement.

the terms and conditions of the Amended 900 8th Purchase and Sale Agreement the entitlements date will fall on April 10, 2026 (the

“Entitlements Date”), the inspection date will fall 30 days after the Entitlements Date (the “Inspection

Date”) and, subject to the remaining customary terms and conditions set forth in the Amended 900 8th Purchase and Sale

Agreement, the anticipated closing of the sale will take place on the earlier of 180 days following the Inspection Date or any other

closing date (the “Closing Date”) chosen by WP South upon seven days prior written notice to 900 Eighth, with such

Closing Date subject to three discretionary 30-day extensions by WP South.

The Amended 900 8th Purchase and Sale Agreement is also

subject to certain customary representations, warranties and closing conditions.

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.

Main Street – Sarasota, Florida – 1700 Main Street (“1700 Main”) is a 1.3-acre site, consisting of a former

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as a leasing office.

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.

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.

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.

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 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.

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.

Davidson Street – Nashville, Tennessee – 690/1106 Davidson Street (“690/1106 Davidson Street”) is an approximately

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purchase price of $2.1 million, inclusive of transaction costs.

The building is leased back to the seller through March 2025, with the

ability to continue month to month thereafter.

In September 2023, the parcel was successfully rezoned to accommodate medium to high density

multi-family residential and a mix of other commercial uses including hotel, office, retail and restaurant.

In September 2023, the parcel was successfully rezoned to accommodate

medium to high density multi-family residential and a mix of other commercial uses including hotel, office, retail and restaurant.

Davidson Street – Nashville, Tennessee – 1400 Davidson Street (“1400 Davidson Street”) is an approximately

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which we acquired for an aggregate purchase price of $0.1 million, inclusive of transaction costs.

We currently anticipate holding Storrs

We currently intend on holding Storrs

Road for future multifamily development.

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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.

We also believe that our

Sponsor’s ability to obtain both competitive financing and its relationships with top-tier financial institutions will allow

our Manager to access and successfully employ competitively priced borrowing.

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.

We also believe that our Sponsor’s ability to

obtain both competitive financing and its relationships with top-tier financial institutions will allow our Manager to access and successfully

employ competitively priced borrowing.

targeted aggregate property-level leverage, excluding any debt at the Company level or on assets under development or redevelopment,

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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.

impact our intended qualification as a publicly traded partnership and QOF.

of the Company

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federal income tax purposes since our tax year ended December 31, 2020.

We currently intend

to manage our affairs so that we continue to meet the requirements for classification as a partnership.

If our Manager determines that

it is no longer in our best interests to continue as a partnership for U.S.

federal income tax purposes, our Manager may elect to treat

us as an association or as a publicly traded partnership taxable as a corporation for U.S.

federal (and applicable state) income tax

currently intend to manage our affairs so that we continue to meet the requirements for classification as a partnership.

If our Manager

determines that it is no longer in our best interests to continue as a partnership for U.S.

federal income tax purposes, our Manager

may elect to treat us as an association or as a publicly traded partnership taxable as a corporation for U.S.

federal (and applicable

state) income tax purposes.

If we elect to be taxable as a corporation for U.S.

federal (and applicable state) income tax purposes, we may also elect to

qualify and be taxed as a REIT.

federal (and applicable state) income tax purposes, we

may also elect to qualify and be taxed as a REIT.

an entity that is treated as a partnership for U.S.

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the foregoing, unless an exception applies, an entity that would otherwise be classified as a partnership for U.S.

federal income

tax purposes may nevertheless be taxable as a corporation if it is a “publicly traded partnership” within the meaning of

Section 7704 the Code.

An entity that would otherwise be classified as a partnership is a publicly traded partnership within the

meaning of Section 7704 of the Code if its interests are (i) traded on an established securities market, or (ii) readily tradable on

a secondary market or the substantial equivalent thereof.

Our Class A units are listed on the NYSE American under the symbol

“OZ.” There is, however, an exception to taxation as a corporation which is available if at least 90% of a

partnership’s gross income for every taxable year consists of “qualifying income” and the partnership is not

required to register under the Investment Company Act of 1940, as amended (the “Qualifying Income Exception”).

Qualifying income includes certain interest income (other than from a financial business), dividends, real property rents, gains

from the sale or other disposition of real property and any gain from the sale or disposition of a capital asset or other property

held for the production of income that otherwise constitutes qualifying income.

We 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

federal income tax

purposes may nevertheless be taxable as a corporation if it is a “publicly traded partnership” within the meaning of Section

7704 the Code.

An entity that would otherwise be classified as a partnership is a publicly traded partnership within the meaning of Section

7704 of the Code if its interests are (i) traded on an established securities market, or (ii) readily tradable on a secondary market

or the substantial equivalent thereof.

Our Class A units are listed on the NYSE American under the symbol “OZ.” There is,

however, an exception to taxation as a corporation which is available if at least 90% of a partnership’s gross income for every

taxable year consists of “qualifying income” and the partnership is not required to register under the Investment Company

Act of 1940, as amended (the “Qualifying Income Exception”).

Qualifying income includes certain interest income (other than

from a financial business), dividends, real property rents, gains from the sale or other disposition of real property and any gain from

the sale or disposition of a capital asset or other property held for the production of income that otherwise constitutes qualifying

We 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.

operations are subject, in certain instances, to supervision and regulation by federal, state and local governmental authorities, and

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and we do not expect to incur material expenditures to comply with the laws and regulations to which we are subject.

face competition from various entities for investment opportunities, including other qualified opportunity funds, REITs, Delaware statutory

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.

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platforms, including without limitation, our Sponsor’s highly experienced management team with significant real estate and asset

management expertise, extensive market knowledge and network of industry relationships, which we believe provides us with our own

competitive advantage and helps us source, evaluate and compete for investment opportunities.

management expertise, extensive market knowledge and network of industry relationships, which we believe provides us with our own competitive

advantage and helps us source, evaluate and compete for investment opportunities.

are externally managed and currently have no employees or intention of having any employees.

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officers also serve as officers of our Sponsor and certain of its affiliates.

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.

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.

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.

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.

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 ,

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business