What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-20 compared with 2025-03-31 · 488 added, 459 removed, 654 unchanged (59% of the section changed)

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID:

Consolidated Balance Sheets as of December 31, 2025 and 2024

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on the Financial Statements

have audited the accompanying consolidated balance sheets of Belpointe PREP, LLC (the “Company”) as of December 31, 2024

and 2023, and the related consolidated statements of operations, changes in members’ capital and cash flows for each of the years

in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial

We have audited the accompanying consolidated balance sheet of Belpointe PREP, LLC and subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated statements of operations, changes in members’ capital, and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on the entity’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

CohnReznick, LLP

have served as the Company’s auditor since 2025.

York, New York

March 19, 2026

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Belpointe PREP, LLC

on the Financial Statements

have audited the accompanying consolidated balance sheet of Belpointe PREP, LLC (the “Company”) as of December 31, 2024, and the related consolidated statements of operations, changes in members’ capital and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year

period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America .

of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year

ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

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and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

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regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

Citrin Cooperman & Company, LLP

have served as the Company’s auditor since 2020.

have served as the Company’s auditor from 2020 to 2025.

York, New York

March 31, 2025

Balance Sheets

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Due to affiliates

Lease liabilities

Intangible liabilities, net

Accounts payable

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Members’ Capital

Class A units, unlimited units authorized, 3,664,173 and 3,622,399 units issued and outstanding at

December 31, 2024 and 2023, respectively

Class B units, 100,000 units authorized, 100,000 units issued and outstanding at December 31, 2024

and 2023, respectively

Class M unit, one unit authorized, one unit issued and outstanding at December

31, 2024 and 2023, respectively

Class A units, unlimited units authorized, 3,836,696 and 3,664,173 units issued and outstanding at December 31, 2025 and 2024, respectively

Class B units, 100,000 units authorized, 100,000 units issued and outstanding at December 31, 2025 and 2024, respectively

Class M unit, one unit authorized, one unit issued and outstanding at December 31, 2025 and 2024, respectively

Total members’ capital excluding noncontrolling interests

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Total expenses

Other (loss) income

Interest income

Other expense

Total other income

Loss on extinguishment of debt

Total other (loss) income

Loss before income taxes

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Noncontrolling

Balance at December 31, 2023

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Distribution to noncontrolling interests

Acquisition of noncontrolling interests ( Note 5 )

Acquisition of noncontrolling interests

Offering costs

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Contribution from noncontrolling interests

Distribution to noncontrolling interests

Acquisition of noncontrolling interests

Offering costs

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Impairment of real estate

Loss on extinguishment of debt

Unrealized loss on interest rate derivatives, net

Changes in operating assets and liabilities:

Increase in due to affiliates

Increase in other assets

(Decrease) increase in accounts payable

Increase (decrease) in accrued expenses and other liabilities

Increase in due to affiliates

Decrease in accounts payable

Increase in accrued expenses and other liabilities

Net cash used in operating activities

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Other investing activity

Acquisition of real estate

Net cash used in investing activities

Cash flows from financing activities

Proceeds from construction loans

Proceeds from term loans

Repayment of loan from affiliate

Payment of debt issuance costs

Repayment of construction loan

Proceeds from construction loans

Repayment of term loan

Proceeds from units issued

Proceeds from loan from affiliate

Distribution to noncontrolling interests

Repayment of loans from affiliates

Payment of debt issuance costs

Other financing activities, net

Contributions from noncontrolling interests

Payment of offering costs

Payment of financing deposits

Contributions from noncontrolling interests

Proceeds from short-term loan from affiliate

Distribution to noncontrolling interests

Net cash provided by financing activities

Net increase (decrease) in cash cash equivalents and restricted cash

Net (decrease) increase in cash and cash equivalents, and restricted cash

Cash and cash equivalents, and restricted cash, beginning of year

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on identifying, acquiring, developing or redeveloping and managing commercial real estate located within “qualified opportunity

zones.” We were formed on January 24, 2020 as a Delaware limited liability company and qualify as a partnership and qualified opportunity

zones.” We were formed on January 24, 2020 as a Delaware limited liability company and are treated as a partnership and qualified opportunity

fund for U.S.

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board of directors (our “Board”), our Manager is responsible for managing our affairs on a day-to-day basis and for identifying

and making acquisitions and investments on our behalf.

and making acquisitions, dispositions, and other investments on our behalf.

Capitalization

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and sales made directly to investors or through one or more agents (our “Follow-on Offering”).

connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC

connection with the Follow-on Offering, 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 may enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling

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.

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in the Follow-on Offering.

addition, the Follow-on Registration Statement constituted a post-effective amendment to our initial registration statement on Form S-11,

as amended (File No.

333-255424), registering our continuous primary offering of up to $ 750,000,000 of 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”).

For the year ended December 31, 2024, we have sold aggregate gross proceeds of $ 3.1 million, of Class A units in connection with our

Public Offerings.

Together with the gross proceeds raised in Belpointe REIT, Inc.’s prior offerings, as of December 31, 2024, we

have raised aggregate gross offering proceeds of $ 357.3 million in our Public Offerings.

purchase price for Class A units in our Public Offerings is the lesser of (i) the current net asset value (the “NAV”) of

the year ended December 31, 2025, we have sold aggregate gross proceeds of $ 11.3 million,

of 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, Inc.’s prior offerings, as of December 31, 2025, we have raised aggregate

gross offering proceeds of $ 368.6 million.

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”)

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GAAP”) and Article 8 of Regulation S-X of the rules and regulations

Securities and Exchange Commission (“SEC”).

the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results

of operations and cash flows have been included and are of a normal and recurring nature.

of Consolidation

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to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of December 31, 2024

and 2023, respectively (amounts in thousands):

following table presents the financial data of the consolidated VIEs,which are considered VIE’s as they do not have sufficient

equity at risk to finance their activities without additional subordinated financial support, included in the consolidated balance sheets

as of December 31, 2025 and 2024, respectively (amounts in thousands):

Schedule of Carrying Value Net Assets

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Due to affiliates

Lease liabilities

Intangible liabilities, net

Accounts payable

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We have elected to use the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates

for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company, or (ii) affirmatively

and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B).

By electing to extend the transition period

for complying with new or revised accounting standards, our consolidated financial statements may not be comparable to the consolidated

financial statements of companies that comply with public company effective dates.

will remain an emerging growth company until the earlier of (i) December 31, 2026 (the last day of the fiscal year following the fifth

anniversary of our Primary Offering), (ii) the last day of the first fiscal year in which we have total annual gross revenue of at least

$1.07 billion, (iii) the last day of the first fiscal year in which we are deemed to be a “large accelerated filer,” as defined

in the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) the date on which we have

issued more than $1.0 billion in non-convertible debt during the prior three-year period.

the extent that we continue to qualify as a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act,

after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may

continue to be available to us as a smaller reporting company, including:

(i) not being required to comply with the auditor attestation

requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002;

and (ii) the requirement to provide only two years of audited financial

statements, instead of three years.

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards which is the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the

effective date of our Primary Offering (which will be September 30, 2026), (b) in which we have total annual gross revenue of at least $1.235

billion, or (c) in which we are deemed to be a “large accelerated filer” (as defined in Rule 12b-2 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”)), (ii) the date on which we have issued more than $1.0 billion in non-convertible

debt during the preceding three-year period, or (iii) the date that we affirmatively and irrevocably opt out of the extended transition

period provided in Section 7(a)(2)(B).

By electing to extend the transition period for complying with new or revised accounting standards,

our consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public

company effective dates.

preparation of consolidated financial statements in conformity with U.S.

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Actual results could materially differ from those estimates.

primary need for liquidity is 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.

of December 31, 2024, we held cash, cash equivalents and other short-term investments of $ 24.7 million.

We believe that our cash

on-hand as of December 31, 2024, together with 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 fund our operations for at least

12 months from the date of issuance of these consolidated financial statements.

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.

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.

If we are unable to raise additional capital when desired, or on terms that

are acceptable to us, our business, financial condition and results of operations could be adversely affected.

are focused on identifying, acquiring, developing or redeveloping and managing real estate assets located within qualified

opportunity zones.

Our operating segments are based on the way we organize and evaluate our business internally.

operate in two

reportable segments, commercial and mixed-use, which are further described in Note 12 - Segment Reporting .

Chief Executive Officer is our chief operating decision maker (“CODM”).

We are focused on identifying, acquiring, developing

or redeveloping and managing real estate assets located within qualified opportunity zones.

Our operating segments are based on the way

we organize and evaluate our business internally.

We currently have two operating and reportable segments, commercial and mixed-use,

which are further described in Note 12 - Segment Reporting .

of Purchase Price of Acquired Assets and Liabilities

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costs and fees associated with business combinations.

is our policy to allocate the purchase price of properties to acquired tangible assets, consisting of land, buildings, fixtures and improvements,

and identified intangible lease assets and liabilities, consisting of the value of above-market and below-market leases, as applicable,

the other value of in-place leases, certain development rights and the value of tenant relationships, based in each case on their fair

The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant, which

value is then allocated to land, buildings and improvements based on management’s determination of the fair values of these assets.

We measure the aggregate value of other intangible assets acquired based on the difference between the property valued (i) with existing

in-place leases, adjusted to market rental rates, and (ii) as if vacant.

Other factors considered include an estimate of carrying costs

during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases.

It is our policy to allocate the purchase price of properties

to acquired tangible assets, consisting of land, buildings, fixtures and improvements, and identified intangible lease assets and liabilities,

consisting of the value of above-market and below-market leases, as applicable, the value of in-place leases, certain development rights

and the value of tenant relationships, based in each case on their relative fair values.

The fair value of the tangible assets of an acquired

property is determined by valuing the property as if it were vacant, which value is then allocated to land, buildings and improvements

based on management’s determination of the fair values of these assets.

We measure the aggregate value of intangible assets and

liabilities acquired based on the difference between the property valued (i) with existing in-place leases, adjusted to market rental

rates, and (ii) as if vacant.

Other factors considered include an estimate of carrying costs during hypothetical expected lease-up periods

considering current market conditions and costs to execute similar leases.

consider information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities

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Such resulting premium or discount

is amortized over the remaining term of the obligation and is included in Other expense in our consolidated statements of operations.

is amortized over the remaining term of the obligation and is included in Interest expense in our consolidated statements of operations.

We also consider the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the

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Pertaining to assets under development, capitalization begins

when both direct and indirect project costs have been made and it is probable that development of the future asset is probable.

when both direct and indirect project costs have been made and it is determined that development of the future asset is probable.

suspend substantially all activities related to the project, we will cease cost capitalization of indirect costs until activities are

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Financing Costs

financing costs include fees and other expenditures necessary to obtain debt financing and are amortized on a straight-line basis, which

approximates the effective interest method, over the term of the loan.

In situations where financing is in place, deferred financing

costs are generally presented as a direct deduction from the related debt liability and any unamortized financing costs are generally

charged to earnings when debt is retired before the maturity date.

We capitalize fees as well as other expenditures incurred that are necessary to obtain

debt financing.

Fees paid to lenders upon the issuance of debt are reflected as a debt discount.

Such fees and costs are generally presented

as direct deduction from the related debt liability and are amortized on a straight-line basis, which approximates the effective interest

method, over the term of the loan.

In circumstances when debt is retired prior to maturity, any unamortized financing costs are included

in the calculation of gain or loss on debt extinguishment.

derivative instruments are measured at fair value and are recorded as either assets or liabilities in our consolidated balance sheets

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The derivative contracts that we may enter

into are generally concurrent with obtaining floating rate debt and are intended to manage the economic risk of increases in benchmark

into are generally concurrent with obtaining floating rate debt and are intended to manage the economic risk and cash flows related to increases in benchmark

interest rates.

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Cash and cash equivalents

Restricted cash (1)

Total cash and cash equivalents and restricted cash

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at cost which approximates fair value.

As of December 31, 2024 and 2023, there was no subscriptions that had not yet settled.

As of December 31, 2025 and 2024, there were no subscriptions that had not yet settled.

Non-controlling

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In addition, consolidated net

loss is required to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and

the amount of consolidated net loss attributable to the parent and the noncontrolling interests are required to be disclosed on the face

of the consolidated statements of operations.

income (loss) is required to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest

and the amount of consolidated net income (loss) attributable to the parent and the noncontrolling interests are required to be disclosed

on the face of the consolidated statements of operations.

Organization,

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Offering expenses include, without limitation, legal, accounting, printing, mailing and filing fees and

expenses, fees and expenses of our escrow agent and transfer agent.

expenses, fees and expenses of our transfer agent.

Offering costs, when incurred, will be charged to members’

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Our Public Offering costs for the years ended December 31, 2025, and 2024, were less

than $ 0.1 million, and $ 0.4 million, respectively.

We became liable to reimburse our Manager and its affiliates, including our Sponsor,

when the first closing was held in connection with our Primary Offering, which occurred in October 2021.

than $ 0.1 million and less than $ 0.1 million, respectively.

We became liable to reimburse our Manager and its affiliates, including our

Sponsor, when the first closing was held in connection with our Primary Offering, which occurred in October 2021.

to a Management Agreement by and among the Company, our Operating Companies and our Manager (the “Management Agreement”),

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services to us.

Pursuant to the employee and cost sharing agreement by and among the Company, our Operating Companies, our Manager and

our Sponsor (the “Employee and Cost Sharing Agreement”), we reimburse our Sponsor and our Manager for expenses incurred for

our allocable share of the salaries, benefits and overhead of personnel providing services to us.

The expenses are payable, 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.

Reclassifications

prior period amounts have been reclassified to conform to the current period presentation.

Pursuant to an Amended and Restated Services and Cost Sharing Agreement

(the “Services and Cost Sharing Agreement”) by and among the Company, our Operating Companies, our Manager, our Sponsor, and

certain of our Sponsor’s subsidiaries, associates and affiliates (collectively, the “Sponsor Group”), we reimburse the

Sponsor Group and our Manager for expenses incurred for our allocable share of the salaries, benefits and overhead of personnel providing

services to us.

The expenses are payable, 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.

and Uncertainties

for commercial and mixed-use rental properties is subject to uncertainty as a result of a number of factors, including, among

others, increasing interest rates, the availability of credit, higher rates of inflation, the rate of unemployment, and ongoing

supply chain disruptions.

The potential effect of these and other factors presents material uncertainty and risk with respect to our

future performance and financial results, including the potential to negatively impact our costs of operations, our financing

arrangements, the value of our investments, and the laws, regulations, and government and regulatory policies applicable to us.

are closely monitoring the potential impact of these and other factors on all aspects of our investments and operations.

Demand for commercial and mixed-use rental properties is subject to a number

of risks and uncertainties, including, among others, interest rate risk, the availability of credit, higher rates of inflation, the rate

of unemployment, ongoing supply chain disruptions, the impact of general global economic conditions, trade disputes, tariffs, recent military

actions in Iran and the Middle East, and changes in federal income tax and other laws.

The potential effect of these and other factors

presents material uncertainty and risk with respect to our future performance and financial results, including the potential to negatively

impact the timing of completion and stabilization of our assets, our costs of operations, our financing arrangements, the value of our

investments, and the laws, regulations, and government and regulatory policies applicable to us.

We are closely monitoring the potential

impact of these and other factors on all aspects of our investments and operations.

Assets and Liabilities

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accounts receivable.

We include accrued expenses, straight-line lease liabilities, accrued interest, prepaid rent, leasing commission payables and security

deposits payable in Accrued expenses and other liabilities in our consolidated balance sheets.

intend to operate in a manner that will allow us to qualify as a partnership for U.S.

We include accrued expenses, straight-line lease liabilities, accrued interest, prepaid rent, leasing commission

payables and security deposits payable in Accrued expenses and other liabilities in our consolidated balance sheets.

have been treated as a partnership for U.S.

federal income tax purposes since our tax year ended December 31, 2020, and intend to

continue to operate in a manner that will allow us to qualify as a partnership for U.S.

federal income tax purposes.

Generally, an entity

that is treated as a partnership for U.S.

Generally, an

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

federal income tax purposes is not a taxable entity and incurs no U.S.

federal income tax liability.

income tax liability.

Accordingly, no provision for U.S.

federal income taxes has been made in our consolidated financial statements

If we fail to qualify

as a partnership for U.S.

because each of our members recognize their proportionate share of our income or loss on their tax returns.

If we fail to qualify as

a partnership for U.S.

federal income tax purposes in any taxable year, and if we are not entitled to relief under the Code for an

inadvertent termination of our partnership status, we will be subject to federal and state income tax on our taxable income at regular

corporate income tax rates.

inadvertent termination of our partnership status, we will be subject to federal and state income tax on our taxable income at

regular corporate income tax rates.

per unit represents both basic and dilutive per-unit amounts for the period presented in our consolidated financial statements.

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Accounting Pronouncements

March 2024, the SEC adopted final rules under Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures

for Investors (the “Climate Rules”).

The Climate Rules require quantitative and qualitative disclosure of certain climate-related

information in registration statements and annual reports filed.

These disclosures include financial statement footnote disclosure related

to the effects of certain severe weather events and other natural conditions.

In April 2024, the SEC issued an order staying the Climate

Rules pending completion of a judicial review of certain petitions challenging their validity.

If the stay is lifted, the effective dates

remain unchanged and we remain a smaller reporting company, emerging growth company or non-accelerated filer, the Climate Rules will

be effective for our fiscal year ending December 31, 2027.

We are currently evaluating the impact of the Climate Rules on our consolidated

financial statements.

Adopted Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2023-07, S e gment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years

In November 2024, the Financial Accounting Standards Board (“FASB”)

issued Accounting Standards Update (“ASU”) No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40))—Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in

January 2025, the FASB issued ASU No.

2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40)—Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03 requires public entities to provide

disaggregated disclosure of certain income statement expense captions within the footnotes to the financial statements.

as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years

beginning after December 15, 2027.

The objective of ASU 2023-07 is to improve reportable segment disclosure requirements, primarily

through enhanced disclosures about significant segment expenses.

The Company adopted ASU 2023-07 during the fourth quarter of 2024

and these consolidated financial statements incorporate the required disclosures.

See Note 12 - Segment Reporting .

own rental properties which are leased to tenants under operating leases that typically have terms of between 12 and 24 months with

current expirations ranging from 2025 to 2040, and with options to extend or terminate the leases.

Revenues from such leases are

reported as Rental revenue in our consolidated statements of operations, and are comprised of (i) lease components, which includes

fixed and variable lease payments and (ii) non-lease components which includes reimbursements of property level operating expenses.

We do not separate non-lease components from the related lease components as the timing and pattern of transfer are the same and

account for the combined component.

lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported

on a straight-line basis over the non-cancelable term of the lease.

Variable lease revenues include payments based on (i) tenant reimbursements,

(ii) changes in the index or market-based indices after the inception of the lease, (iii) percentage rents, or (iv) the operating performance

of the property.

Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.

We are currently evaluating the impact ASU No.

2024-03, as clarified by ASU 2025-01, will have on our

consolidated financial statements and disclosures.

May 2025, the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting

Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”).

ASU 2025-03 requires public business entities

to assess which entity is the accounting acquirer for a business combination that is effected primarily by exchanging equity interest

in which a VIE is acquired.

ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

We are currently evaluating the impact ASU 2025-03 will have on our consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270)—Narrow Scope Improvements (“ASU 2025-11”).

ASU 2025-11 clarifies interim

disclosure requirements and the applicability of Topic 270.

ASU 2025-11 is effective for interim periods beginning after December 15,

2027, with early adoption permitted.

We are currently evaluating the impact ASU 2025-11 will have on our consolidated financial statements

and disclosures.

earn lease revenue from our residential, retail, office, and warehouse properties that are leased to tenants under operating leases.

Our leases for residential units typically have terms between

12 and 24 months.

Our leases with commercial tenants have a weighted average lease term of 11.7 years as of December 31, 2025.

of our leases may include options to extend or terminate the lease, which are included in the lease term when we are reasonably certain

they will be exercised.

Revenues from such leases are reported as Rental revenue in our consolidated statements of operations, and are

comprised of (i) lease components, which includes fixed and variable lease payments and (ii) non-lease components, which includes reimbursements

of property level operating expenses.

We have elected the practical expedient under Accounting Standards Codification Topic 842, Leases, to combine both

lease and non-lease components as the timing and pattern

of transfer are the same.

lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of their respective leases

reported on a straight-line basis over the non-cancelable term of the lease.

Variable lease revenues include payments based on (i)

tenant reimbursements, (ii) changes in the index or market-based indices after the inception of the lease, or (iii) percentage

Variable lease revenues are not recognized until the specific events that

trigger the variable payments have occurred.

following table summarizes the components of lease revenues (amounts in thousands):

of Components of Lease Revenues

Schedule of Components of Lease Revenues

Years Ended December 31,

2 unchanged sentences

Lease revenues (2) (3)

reimbursements for property taxes, insurance, and common area maintenance services.

lease intangible amortization of less than $ 0.1 million, and $ 0.8 million, for the years

ended December 31, 2024, and 2023, respectively.

straight-line rent of less than $ 0.1 million for the years ended December 31, 2024, and 2023,

respectively.

(1) Includes reimbursements

for property taxes, insurance, and common area maintenance services.

(2) Excludes lease

intangible amortization of less than $ 0.1 million, and less than $ 0.1 million, for the years ended December 31, 2025, and 2024, respectively.

(3) Excludes straight-line

rent of less than $ 0.1 million and less than $ 0.1 million for the years ended December 31, 2025, and 2024, respectively.

certain of our leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor.

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For the year ended December 31,

(1) A majority of our operating leases have terms of between 12 and 24 months, however expiration dates range from 2025

$ 0.1 million of straight-line rent and $ 1.2 million of lease intangible amortization.

4 – Related Party Arrangements

Transactions with Belpointe Development Holding, LLC

Transaction with Belpointe Development Holding, LLC

May 16, 2024, we entered into an agreement, which has since been amended, to borrow up to $ 3.0 million in principal amount from Belpointe

4 unchanged sentences

Proceeds under the BDH Facility are to be used for general corporate purposes.

year ended December 31, 2025, we repaid the outstanding balance of $ 2.6 million, and accrued interest of $ 0.2 million.

As of December

31, 2024, the BDH Facility had an outstanding principal balance of $ 2.6 million and accrued interest of less than $ 0.1 million.

October 30, 2023, we borrowed $ 1.5 million from Belpointe Development Holding, LLC, an entity in which certain immediate family members

of our Chief Executive Officer have a passive indirect minority beneficial ownership interest, pursuant to the terms of an unsecured

promissory note (the “BDH Note”).

The BDH Note was due and payable on March 31, 2024 and interest accrued on the BDH Note

at an annual rate of 4.5 %.

The proceeds of the loan were used for general corporate purposes.

On December 29, 2023, the BDH Note, including

accrued interest of less than $ 0.1 million, was repaid in full.

31, 2025 and 2024, the BDH Facility had an outstanding principal balance of zero and $ 2.6 million, respectively, and accrued interest

of zero and less than $ 0.1 million, respectively.

Transaction with Lacoff Holding II, LLC

December 29, 2023, we borrowed $ 4.0 million from Lacoff Holding II LLC, an affiliate of our Chief Executive Officer, pursuant to the

terms of a promissory note (the “LH II Loan”).

The LH II Loan was due and payable on April 1, 2024 and interest accrued on

the LH II Note at an annual rate of 5.26 %.

terms of a promissory note secured by a first mortgage lien on certain property owned by subsidiaries of the Company (the “LH II

The LH II Loan was due and payable on April 1, 2024 and interest accrued on the LH II Note at an annual rate of 5.26 %.

The proceeds of the loan were used for general corporate purposes.

On February 8, 2024, the

LH II Loan, including accrued interest of less than $ 0.1 million, was repaid in full.

the years ended December 31, 2024 and 2023, less than $ 0.1 million, and less than $ 0.1 million, respectively, of noncontrolling interest

contributions were made by affiliates of our Sponsor representing their 0.1 % ownership in various investments.

These noncontrolling interests

will be allocated profit and loss in accordance with the respective operating agreements.

On February 8, 2024, the LH II Loan, including accrued interest of

less than $ 0.1 million, was repaid in full.

Joint Venture and other Co-Ownership Arrangements

of our investment assets has either an affiliate of our Sponsor or Manager, or their respective affiliates (together, the “Belpointe

SP Group”), or an independent third party, or any combination of the foregoing, as the sponsor or co-sponsor, general partner or

co-general partner, manager or co-manager, developer or co-developer of the investment asset, and our role, in general, is as a passive

the years ended December 31, 2025 and 2024, less than $ 0.1

million, and less than $ 0.1

million, respectively, of noncontrolling interest contributions were made by affiliates members of the Belpointe SP Group

representing their 0.1 %

ownership in various investments.

These noncontrolling interests will be allocated profit and loss in accordance with the respective

operating agreements.

Relationship with Our Manager and Sponsor

Manager is an affiliate of our Sponsor and is indirectly owned by our Chief Executive Officer and beneficially owned by certain immediate

family members of our Chief Executive Officer.

Our Manager and its affiliates, including our Sponsor, receive fees or reimbursements

in connection with our Public Offerings and the management of our investments.

in connection with our Follow-on Offering and the management of our investments.

following table summarizes the fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates, including

6 unchanged sentences

Insurance (3)

Property management oversight fees (2)

Director compensation

Costs and expenses related parties

Costs and expenses related

Capitalized costs included in the Consolidated Balance Sheets

2 unchanged sentences

Capitalized costs

wage, overhead and other reimbursements to our Manager and its affiliates, including our

Sponsor, which are included in General and administrative in our consolidated statements

of operations.

in Property expenses in our consolidated statements of operations.

insurance premiums are prepaid and are included in Other assets in our consolidated balance

sheets and are amortized monthly to either Property expenses in our consolidated statements

of operations or Real estate under construction in our consolidated balance sheets.

wage, overhead and other reimbursements to our Manager and its affiliates, including members of the Sponsor Group, which are included in

General and administrative in our consolidated statements of operations.

(2) Included in Property

expenses in our consolidated statements of operations.

insurance premiums are prepaid and are included in Other assets in our consolidated balance sheets and are amortized monthly to

either Property expenses or General and administrative expenses in our consolidated statements of operations or Real estate under

construction in our consolidated balance sheets based on the nature of the insurance coverage.

following table summarizes amounts included in Due to affiliates in our consolidated balance sheets (amounts in thousands):

Schedule of Due to Related Party

Amounts Due to affiliates

Management fees

Schedule of Due to Affiliates

Management and property management fees

Development fees

Employee cost sharing and reimbursements (1)

Accrued interest

Director compensation

Due to affiliates

wage, overhead and other reimbursements to our Manager and its affiliates, including our

Offering Expenses

Manager and its affiliates, including our Sponsor, are reimbursed, for organizational and offering expenses incurred in connection with

our Public Offerings.

We became liable to reimburse our Manager and its affiliates, including our Sponsor, when the first closing was

held in connection with our Primary Offering, which occurred in October 2021.

were no organizational or Public Offering expenses incurred by our Manager and its affiliates during the years ended December 31, 2024

Accrued interest

Amounts due to affiliates

(1) Includes wage,

overhead and other reimbursements to our Manager and its affiliates, including members of the Sponsor Group.

Operating Expenses

to the terms of a management agreement between us, our Operating Companies and our Manager (the “Management Agreement”),

we reimburse our Manager, Sponsor and their respective affiliates for actual expenses incurred on our behalf in connection with the selection,

acquisition or origination of investments, whether or not we ultimately acquire or originate an investment.

We also reimburse our Manager,

Sponsor and their respective affiliates for out-of-pocket expenses paid to third parties in connection with providing services to us.

to the terms of an employee and cost sharing agreement between us, our Operating Companies, our Manager and our Sponsor, we reimburse

our Sponsor and our Manager for expenses incurred for our allocable share of the salaries, benefits and overhead of personnel providing

services to us.

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.

The expenses are payable, 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.

As of December 31, 2024,

all expenses incurred since inception have been paid in cash.

Pursuant to the terms of the Management Agreement, we reimburse

our Manager, Sponsor and their respective affiliates for actual expenses incurred on our behalf in connection with the selection, acquisition

or origination of investments, whether or not we ultimately acquire or originate an investment.

We also reimburse our Manager, Sponsor

and their respective affiliates for out-of-pocket expenses paid to third parties in connection with providing services to us.

to the terms of the Services and Cost Sharing Agreement, we reimburse the Sponsor Group and our Manager for expenses incurred for

our allocable share of the salaries, benefits and overhead of personnel providing services to us.

During the years ended December

31, 2025, and 2024, our Manager and its affiliates, including the Sponsor Group, incurred operating expenses of $ 2.1

million and $ 2.6

million, respectively, on our behalf.

The expenses are payable, 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.

As of December 31, 2025, all expenses incurred since

inception have been paid in cash.

to the limitations set forth in our Amended and Restated Limited Liability Company Operating Agreement (our “Operating Agreement”)

7 unchanged sentences

on our NAV at the end of each quarter.

Management Oversight Fee

through the individual subsidiaries of our Operating Companies, pay our Manager, or an affiliate of our Manager, an annual

property management oversight fee equal to 1.5 % of revenues generated by the applicable property.

Fees and Reimbursements

2 unchanged sentences

and other overhead expenses incurred in connection with the project.

connection with our acquisition of several parcels, comprising 1.6-acres of land, located in St.

Petersburg, Florida, in October 2020,

and our acquisition of 900 8th Avenue South (as defined and described in greater detail in “Note 5 – Real Estate, Net” ),

a development fee of 4.5 % of total project costs will be charged throughout the course of each project, of which one half was due at

the close of each acquisition.

March 29, 2022, we commenced construction on one of our properties located in Sarasota, Florida, and in connection therewith, due to

an increase in scope of work, we agreed to increase the development fee payable to an affiliate of our Sponsor under the terms of our

existing development management agreement from 4.0 % to 4.25 %.

In addition, again due to the increase in scope of work, as well as due

to increases in construction costs, we also revised our construction budget.

As a result of the increase in development fees and revisions

to our construction budget, we incurred an additional upfront development fee of $ 2.5 million, which is included in Real estate under

construction in our consolidated balance sheets.

The remaining development fee will be charged throughout the course of the project in

accordance with the terms of the development management agreement.

the years ended December 31, 2025, and 2024, we incurred development fees earned during the construction phase of $ 2.1 million, and $ 4.2

8 unchanged sentences

respectively, remained due and payable to our affiliates for employee reimbursement expenditures.

April 25, 2023, each of the indirect majority-owned subsidiaries for our Nashville investments entered into development management agreements

with certain development entities in which immediate family members of our Chief Executive Officer have a passive indirect minority beneficial

ownership interest (collectively, the “Nashville DMAs”).

The aggregate development fees payable under the Nashville DMAs

are equal to 55 % of 4.5 % of the development budget or hard costs, as applicable.

During the year ended December 31, 2023, we incurred

$ 0.4 million of development fees related to the Nashville DMAs, which were capitalized to Real estate under construction in our consolidated

balance sheets, with the remaining development fees payable upon our achieving various milestones throughout the development of our Nashville

As of December 31, 2024, $ 0.4 million in development fees related to the Nashville DMAs remained outstanding and payable.

will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to 1.5 % of the total value of any

2 unchanged sentences

We did not incur any acquisition fees during the

years ended December 31, 2024 and 2023, since all investments acquired during these periods were, or will be, subject to payment of development

years ended December 31, 2025 and 2024.

immediate family members of our Chief Executive Officer have a passive indirect minority beneficial ownership interest in Belpointe Specialty

Insurance, LLC (“Belpointe Specialty Insurance”).

Belpointe Specialty Insurance has acted as our broker in connection with

the placement of insurance coverage for certain of our properties and operations.

Belpointe Specialty Insurance earns brokerage commissions

related to the brokerage services that it provides to us, which commissions vary, are based on a percentage of the premiums that we pay

and are set by the insurer.

We have also engaged Belpointe Specialty Insurance to provide us with contract insurance consulting services

related to owner-controlled insurance programs, for which we pay an administration fee.

Belpointe Specialty Insurance has acted, and may continue to act, as our

broker in connection with the placement of insurance coverage for certain of our properties and operations.

Belpointe Specialty Insurance

earns brokerage commissions related to the brokerage services that it provides to us, which commissions vary, are based on a percentage

of the premiums that we pay and are set by the insurer.

We have also engaged Belpointe Specialty Insurance to provide us with contract

insurance consulting services related to owner-controlled insurance programs, for which we pay an administration fee.

Management believes

that the commissions that Belpointe Specialty Insurance earns are comparable to those commissions that we would pay to unaffiliated third

parties in arms-length transactions.

the years ended December 31, 2025, and 2024, we obtained insurance coverage and paid premiums in the aggregate amount of $ 1.8 million,

2 unchanged sentences

Insurance premiums are prepaid and are included in Other assets in our consolidated balance sheets.

various agreements we have engaged our Manager and its affiliates, including in certain cases our Sponsor, to provide certain

services that are essential to us, including asset management services, asset acquisition and disposition services, supervision of

our Public Offerings and any other offerings that we may conduct, as well as other administrative responsibilities for the Company,

including, without limitation, accounting services and investor relations services.

As a result of these relationships, we are

dependent upon our Manager and its affiliates, including our Sponsor.

In the event that our Manager and its affiliates are unable to

provide us with the services that we have engaged them to provide, we would be required to find alternative service

Under various agreements we have engaged our Manager and its affiliates,

including in certain cases members of the Sponsor Group, to provide certain services that are essential to us, including asset management

services, asset acquisition and disposition services, supervision of our Follow-on Offerings and any other offerings that we may conduct,

as well as other administrative responsibilities for the Company, including, without limitation, accounting services and investor relations

As a result of these relationships, we are dependent upon our Manager and its affiliates, including the Sponsor Group.

event that our Manager and its affiliates are unable to provide us with the services we have engaged them to provide, we would be required

to find alternative service providers.

5 – Real Estate, Net

of Real Estate During 2023

June 28, 2022, through an indirect majority-owned subsidiary of our Operating Company, we acquired a 70.2 % controlling interest (the

“CMC Interest”) in CMC Storrs SPV, LLC (“CMC”), a holding company for an approximately 60 -acre site located in

Mansfield, Connecticut.

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 (a non-cash financing activity during the year ended December 31,

As a result of the forfeiture, we indirectly own a 100 % controlling interest in CMC.

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.

Estate Under Construction

following table provides the activity of our Real estate under construction (amounts in thousands):

of Real Estate Under Construction

Schedule of Real Estate Under Construction

Beginning balance

2 unchanged sentences

Capitalized interest

Impairment charges (3)

Land held for development (4)

Ending balance

5 unchanged sentences

(3) Impairments

for the years ended December 31, 2024 and 2023 are 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 estimated fair market value.

the acquisition of land located in Sarasota, Florida during the year ended December 31, 2023

as discussed above.

the year ended December 31, 2024, our 1991 Main Street, Sarasota, Florida (“Aster & Links”) development project reached

substantial completion, and as a result, we reclassified $ 235.7 million from Real estate under construction to Land ($ 12.3 million),

Building and improvements ($ 220.8 million), and Furniture, fixtures and equipment ($ 2.6 million) on our consolidated balance sheets.

estate under construction includes non-cash investing activity of $ 21.0 million for year ended December 31, 2024 (inclusive of unpaid

development fees of $ 2.2 million and unpaid employee cost sharing and reimbursements of $ 0.9 million) and $ 27.6 million for the year

ended December 31, 2023 (inclusive of unpaid development fees of $ 6.1 million and unpaid employee cost sharing and reimbursements of

$ 1.3 million).

for the year ended 2024 are 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 estimated fair market value.

Assets Placed in Service

September 30, 2025, our development project at 1000 First Avenue North, St Petersburg, Florida (“VIV”) reached substantial

completion, and as a result, we reclassified $ 184.0 million from Real estate under construction to Land ($ 12.1 million), Building and

improvements ($ 167.2 million), and Furniture, fixtures and equipment ($ 4.8 million) on our consolidated balance sheets.

Additionally,

during the year ended December 31, 2025, we reclassified $ 4.7 million from Real estate under construction to Building and improvements

($ 4.4 million) and Furniture, fixtures and equipment ($ 0.3 million) on our consolidated balance sheets in connection with certain phases

of our 1991 Main Street, Sarasota, Florida (“Aster & Links”) development project, which reached substantial completion

year ended December 31, 2025, non-cash investing activity relating to the development of real estate totaled $ 7.6 million, of which $ 7.5

million (inclusive of unpaid development fees of $ 1.8 million and unpaid employee cost sharing and reimbursements of $ 0.1 million) was

included in Building and improvements in our consolidated balance sheets and $ 0.1 million was included in Real estate under construction

in our consolidated balance sheets.

For the year ended December 31, 2024, non-cash investing activity relating to the development of

real estate totaled and $ 21.0 million for the year ended (inclusive of unpaid development fees of $ 2.2 million and unpaid employee cost

sharing and reimbursements of $ 0.9 million), which was included in Real estate under construction in our consolidated balance sheets.

expense was $ 8.5 million, and $ 4.0 million for the years ended December 31, 2025, and 2024, respectively, and is included in Depreciation

2 unchanged sentences

following table summarizes our intangible assets and liabilities (amounts in thousands):

of Intangible Assets And Liabilities

Schedule of Intangible Assets And Liabilities

Gross Carrying Amount

14 unchanged sentences

respectively, and is included in Depreciation and amortization in our consolidated statements of operations.

the years ended December 31, 2024, and 2023, the amortization of below-market lease liability was $ 0.1 million and $ 0.8 million,

respectively, and is included in Rental revenue in our consolidated statements of operations.

on the intangible assets and liabilities recorded as of December 31, 2024, scheduled annual net amortization of intangibles for

the next five calendar years and thereafter is as follows (amounts in thousands):

the years ended December 31, 2025, and 2024, the amortization of below-market lease liability was $ 0.1 million and $ 0.1 million, respectively,

and is included in Rental revenue in our consolidated statements of operations.

on the intangible assets and liabilities recorded as of December 31, 2025, scheduled annual net amortization of intangibles for the next

five calendar years and thereafter is as follows (amounts in thousands):

Schedule of Annual Net Amortization

1 unchanged sentence

Years Ending December 31,

Rental Revenue

Increase in Rental Revenue

Increase to Amortization

7 – Debt, Net

Debt Transactions

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”) with various lenders.

September 29, 2025, we, through our indirect majority-owned subsidiaries, entered into a variable-rate non-recourse mortgage loan providing

for up to $ 163.3 million in principal amount (the “Aster & Links Mortgage Loan”), and a variable-rate non-recourse mezzanine

loan providing for up to $ 40.8 million in principal amount (the “Aster & Links Mezzanine Loan”, and together with the

Aster & Links Mortgage Loan, the “Aster & Links Loans”) with SM Finance III LLC, as lender (the “Aster &

Links Refinance Transactions”).

Proceeds from the Aster & Links Refinance Transactions were used to extinguish the existing Aster

& Links construction loan (the “1991 Main Construction Loan”) and mezzanine loan (the “1991 Main Mezzanine Loan”),

resulting in 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.

Additional details regarding the loans are described below.

Debt Transactions

June 28, 2024, we, through our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement for up to

million in principal amount (the “1000 First Construction Loan”) with various lenders, which is secured by our investment in VIV.

June 26, 2024, our indirect majority-owned subsidiary entered into a fixed-rate loan agreement for $ 10.0 million in principal amount

2 unchanged sentences

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

Debt Transactions

May 12, 2023, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement for up to $ 130.0 million

in principal amount (the “1991 Main Construction Loan”) with Bank OZK.

following table details our Debt, net (dollars in thousands):

Interest Rate

Weighted Average Interest Rate

Maturity Date

Maximum Facility

December 31, 2025

Carrying Value as of

Interest Rate

Weighted Average Interest Rate

Maturity Date

6 unchanged sentences

1000 First Construction Loan

& Links Loans (4)

Unamortized debt issuance costs

Unamortized debt discount

contains a one-year extension option, subject to certain restrictions.

900 8th Land Loan contains two six-month extension options, subject to certain restrictions.

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.

Undrawn amounts were held back at closing and are

being maintained by an administrative agent appointed by the lender (the “Reserves”).

As interest and other obligations accrue, the Reserves balance will be reduced and be added

to the principal outstanding on the 1991 Main Mezzanine Loan.

As of December 31, 2024,

the Reserves balance was $ 10.1 million.

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 %.

To mitigate our exposure to increases to the one-month SOFR,

we have obtained an interest rate cap (see Note 9 – Derivative Instruments ).

1000 First Construction Loan contains two one-year extension options, subject to certain

restrictions.

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

To mitigate our exposure to increases to the one-month SOFR, we have obtained an

interest rate cap (see Note 9 – Derivative Instruments ).

following table summarizes the scheduled future principal payments under our debt arrangements as of December 31, 2024 (amounts

in thousands):

the 1991 Main Mezzanine Loan and the 1991 Main Construction Loan were repaid in full in connection

with the Aster & Links Refinancing Transaction.

900 8th Land Loan is secured by our investment at 900 8th Avenue South, Nashville, Tennessee.

The 900 8th Land Loan contained two six-month

extension options, both of which have been exercised as of December 31, 2025 .

1000 First Construction Loan contains two one-year extension options, exercisable at our election, subject to certain terms and conditions set forth in the loan agreement.

Advances under the 1000 First Construction Loan bear interest at a per annum rate equal to the one-month term Secured Overnight Financing Rate (“SOFR”) plus 3.80 %,

subject to a minimum all-in per annum rate of 7.55 %.

To mitigate our exposure to increases to the one-month SOFR, we have obtained an interest rate cap (see “ Note 9 – Derivative Instruments ”).

The 1000 First Construction Loan is prepayable in whole or in part at any time with not less than 45 days’

Full prepayment is subject to an interest make-whole amount, if any, calculated as of the prepayment date.

Aster & Links Loans bear interest at a fluctuating rate based on:

(i) one-month term

SOFR, subject to a 3.25 % floor, plus (ii) a blended rate of 2.55 %, and requires interest-only

monthly payments during their term.

The Aster & Links Loans each contain two one-year

extensions exercisable at our election, subject to certain terms and conditions set forth

in each of the loan agreements.

The Aster & Links Loans are secured by a first-priority

mortgage on Aster & Links and a pledge of the borrower’s equity interest in an indirect

subsidiary of the Company.

To mitigate our exposure to increases to the one-month term SOFR,

we have obtained interest rate caps (see “ Note 9 – Derivative Instruments ”).

& Links Loans are prepayable in whole or in part at any time with not less than 30 days’

notice, however, if prepaid in full prior to October 2026, such prepayment is subject to

an interest make-whole amount, if any, calculated as of the prepayment date.

following table summarizes the scheduled future principal payments, exclusive of extension options, under our debt arrangements as of

December 31, 2025 (amounts in thousands):

Schedule of Future Principal Payments

Year ended December 31,

paid, net of capitalized interest for the years ended December 31, 2024 and 2023, was $ 7.5 million and zero , respectively.

During the year ended December 31, 2024 we capitalized unpaid lender fees of less than $ 0.1 million, which is a non-cash financing activity.

of deferred financing costs for the years ended December 31, 2024 and 2023, was $ 2.3 million and $ 0.6 million, respectively,

of which $ 1.0 million and $ 0.6 million was capitalized, respectively.

paid, net of capitalized interest for the years ended December 31, 2025 and 2024, was $ 17.1 million and $ 7.5 million, respectively.

the year ended December 31, 2024 we capitalized unpaid lender fees of less than $ 0.1 million, which is a non-cash financing activity.

of deferred financing costs for the years ended December 31, 2025 and 2024, was $ 2.8 million and $ 2.3 million, respectively, of which

$ 0.7 million and $ 1.0 million was capitalized, respectively.

and Covenants

of our indebtedness agreements are secured by the individual underlying real estate investments serving as collateral.

In connection

with certain agreements, we provided completion guarantees, which, among other things, guarantee completion of the work at each individual

construction project, as well as carveout guarantees pursuant to which we guarantee the borrowers obligations with respect to certain

non-recourse carveout events, such as “bad acts,” environmental conditions, and violations of certain provisions of the loan

We also provided a customary environmental indemnity agreement to the certain lenders pursuant to which we agreed to protect,

defend, indemnify, release and hold harmless such lenders from and against certain environmental liabilities related to the real estate

investments for which they apply.

are subject to various financial and operational covenants which includes, but is not limited to, maintaining liquid assets of no less

than $20.0 million and a net worth of no less than $130.0 million .

As of December 31, 2024 and 2023, we were in compliance with

all of our loan covenants.

of our indebtedness agreements are secured by either the individual underlying real estate investments or by a pledge of ownership interests

in the entity that indirectly owns the real estate investment.

In connection with certain agreements, we have provided guarantees of

payment and performance, completion guarantees, which, among other things, guarantee completion of the work at each individual construction

project, as well as carveout guarantees pursuant to which we guarantee the borrowers obligations with respect to certain non-recourse

carveout events, such as “bad acts,” environmental conditions, and violations of certain provisions of the loan documents.

We also provided a customary environmental indemnity agreement to the certain lenders pursuant to which we agreed to protect, defend,

indemnify, release and hold harmless such lenders from and against certain environmental liabilities related to the real estate investments

for which they apply.

are subject to various financial and operational covenants in connection with the Aster & Links Loans and 1000 First Construction

Loan which include, but are not limited to, maintaining liquid assets of no less than $10.0 million and a net worth of no less than $110.0

As of December 31, 2025 and 2024, we were in compliance with all of our loan covenants.

8 – Fair Value of Financial Instruments

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judgment or estimation.

estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of December 31,

2024 and 2023.

Fair Value Measurements

measured at fair value on a recurring basis is comprised of our interest rate caps (see Note 9 – Derivative Instruments ).

The valuation

of our interest rate caps are prepared by an independent third-party and is classified as Level 2 in the fair value hierarchy, as the

valuation is approximated using market values of similar instruments in active markets.

following table sets forth the carrying value and estimated fair value of our debt arrangements as of December 31, 2024 and 2023

(amounts in thousands):

Carrying Value and Estimated Fair Value

Assets measured at fair value on a recurring basis is comprised of our

interest rate caps (see “ Note 9 – Derivative Instruments ”).

The valuation of our interest rate caps were determined

by management based on a valuation prepared by an independent third-party and is classified as Level 2 in the fair value hierarchy, as

the valuation is approximated using market values of similar instruments in active markets.

following table sets forth the carrying value and estimated fair value of our debt arrangements as of December 31, 2025 and 2024 (amounts

in thousands):

Schedule of Carrying

Value and Estimated Fair Value

Total indebtedness

disclosed are net of unamortized debt issuance costs and debt discounts.

fair value of our indebtedness as of December 31, 2024 was prepared by an independent

third-party using a discounted cash flow analysis, reviewed by management utilizing estimated

credit spreads, and observable market interest rates.

fair value of our debt as of December 31, 2023 approximated its carrying value.

estimate the fair value of our indebtedness by discounting the expected future loan payments

using current market interest rates.

These rates reflect market conditions and consider the

quality of the underlying collateral, the credit quality of the tenant or borrower, and the

remaining loan term.

We estimated that our other financial

assets and liabilities had fair values that approximated their carrying values as of December 31, 2025 and

9 – Derivative Instruments

connection with our variable rate loan agreements ( Note 7 – Debt, Net ), we are required to obtain and maintain interest rate protection

in the form of interest rate caps during the term of the loans to effectively limit the impact of increases in the one-month SOFR.

are subject to credit risk by the counterparty of these derivative instruments in the event of non-performance under the derivative contracts,

however we believe the risk to be minimal.

following table details our derivative financial instrument as of December 31, 2024 (dollars in thousands):

Schedule of Table Derivative

Financial Instrument

connection with our 1000 First Construction Loan, Aster & Links Mortgage Loan and Aster & Links Mezzanine Loan (collectively,

the “Variable Rate Loans”) (Note 7 – Debt, Net), we are required to obtain and maintain interest rate protection in

the form of interest rate caps during the term of the Variable Rate Loans to effectively limit the impact of increases in the one-month

We are subject to credit risk by the counterparty of these derivative instruments in the event of non-performance under the derivative

contracts, however we believe the risk to be minimal.

following table details our derivative financial instruments as of December 31, 2025 (dollars in thousands):

of Derivative Financial Instruments

Interest Rate Derivative

1 unchanged sentence

Maturity Date

Interest rate cap

1991 Main Construction Loan interest rate cap

1000 First Construction Loan interest rate cap

Aster & Links Loans interest rate caps

following table details the fair value of our derivative financial instruments (amounts in thousands):

Schedule of Fair Value of Our

Derivative Financial Instruments

Schedule of Fair Value of Our Derivative Financial Instruments

Value as of December 31, (1)

2 unchanged sentences

are included in Other assets in our consolidated balance sheets.

following table details the effect of our derivative financial instrument on our consolidated statement of operations for the years ended

December 31, 2024 and 2023 (in thousands):

Schedule of Table Details Effect Derivative Financial Instrument

following table details the effect of our derivative financial instruments on our consolidated statement of operations for the years ended

December 31, 2025 and 2024 (amounts in thousands):

of Effect of Derivative Financial Instruments

Years Ended December 31,

12 unchanged sentences

the years ended December 31, 2025, and 2024, we issued 172,523 , and 41,774 , respectively, Class A units.

As of December 31, 2024,

there were 3,664,173 Class A units, 100,000 Class B units and one Class M unit issued and outstanding.

As of December 31, 2025, there

were 3,836,696 Class A units, 100,000 Class B units and one Class M unit issued and outstanding.

As of December 31, 2024, there were

3,664,173 Class A units, 100,000 Class B units and one Class M unit issued and outstanding.

payment in full of any consideration payable with respect to the initial issuance of our Class A units, the holder thereof will not be

42 unchanged sentences

11 – Commitments and Contingencies

time to time the Company may become involved in certain non-material litigation or other claims arising in the ordinary course of business.

See Note — 13 Subsequent Events .

of December 31, 2024, the Company is not subject to any material litigation nor is the Company aware of any material litigation threatened

time to time the Company may become involved in certain non-material litigation, as described below, or other claims arising in the ordinary

course of business.

As of December 31, 2025, neither we nor any of our subsidiaries were subject to any material legal proceedings nor

were we aware of any material legal proceedings threatened against us or any of our subsidiaries.

Galinn Fund LLC

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”).

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

Galinn further alleges that CMC is in default under both the Note and Mortgage for failure to make payments

Galinn is seeking to foreclose on the Mortgage and damages against CMC and the Guarantors.

March 2020, when we first acquired an equity interest in CMC, Chen was an affiliate of the entity, however, he thereafter exited the

investment and is no longer in any way affiliated with or authorized to act on behalf of CMC.

We maintain that the Loan was obtained

as a result of Chen’s fraud and Galinn’s negligence, and had Galinn done adequate due diligence, or reviewed the publicly

available filings on the State of Connecticut’s Business Records website, or even a basic Google search, Chen’s lack of authority

would have been readily apparent prior to Galinn having made the Loan.

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.

We dispute any liability in this litigation, believe we have substantial

defenses to Galinn’s claims, and continue to vigorously defend the matter.

connection with the development of our commercial real estate assets, we have entered into separate construction management agreements

2 unchanged sentences

two development projects with an aggregate unfunded commitment of $ 14.3 million.

As of December 31, 2024, $ 19.6 million, inclusive

of retainage of $ 13.0 million, is outstanding and payable in connection with these developments.

As of December 31, 2025, $ 12.4 million, inclusive of

retainage of $ 12.2 million, is outstanding and payable in connection with these developments.

12 – Segment Reporting

identify our operating segments based on the way we organize and evaluate our business.

As a result of the placement of Aster &

Links in service and the commencement of operations during the year ended December 31, 2024, we have revised our reportable segments

to include two

distinct segments as follows:

identify our operating segments based on the way we organize and evaluate our business, which consists of:

Segment — which includes properties such as office, retail centers, and warehouses

2 unchanged sentences

types into the Commercial Segment given their similar characteristics in property management

Segment — which includes properties that blend both residential and retail components

Segment — which includes properties that have both residential and retail spaces

within a single real estate asset (the “Mixed-use Segment”).

For reporting purposes,

we aggregate these business components into the Mixed-use Segment due to their functional

integration and the fact that they are evaluated as a unified asset.

Chief Executive Officer is our Chief Operating Decision Maker (“CODM”).

Our CODM reviews financial information presented on an

operating segment basis for purposes of allocating resources, making decisions and assessing financial performance.

believe 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.

Segment NOI is calculated as total revenues, less property expenses,

excluding corporate level items, such as management fees incurred to our Manager ( Note 4 – Related Party Arrangements ), depreciation

and amortization, general and administrative expenses, interest expense, and other non-operating items.

following table details the results of Segment NOI, reconciled to our consolidated statement of operations for the years ended December 31,

2024, and 2023 (amounts in thousands):

Schedule of Segment NOI Reconciled to

Consolidated Statement of Operations

CODM reviews financial information presented on an operating segment basis for purposes of allocating resources, making decisions and

assessing financial performance.

believe that analyzing net operating income (loss) by segment (“Segment NOI”) provides a useful measure of our performance

of our business, as it reflects the core rental operations of our operating real estate.

Segment NOI is calculated as total revenues,

less property expenses, excluding corporate level items, such as management fees incurred to our Manager (see Note 4 – Related Party Arrangements ), depreciation and amortization, general and administrative expenses, interest expense, and other non-operating items.

following table details the results of Segment NOI, reconciled to Loss before income taxes as reported on our consolidated statement

of operations for the years ended December 31, 2025, and 2024 (amounts in thousands):

Schedule of Segment NOI Reconciled to Consolidated Statement of Operations

Commercial Segment

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Other expense

Loss on extinguishment of debt

Loss before income taxes

Provision for income taxes

Net loss attributable to noncontrolling interests

Net loss attributable to Belpointe PREP, LLC

following table details the significant expense categories by segment for the years ended December 31, 2025, and 2024 (amounts in thousands):

Schedule of Significant Expense

Categories by Segment

Schedule of Significant Expense Categories by Segment

Commercial Segment

9 unchanged sentences

Real estate taxes

Management fees

Repairs & maintenance

Other property expenses

Total property expenses

The following table details our total assets

by segment as of December 31, 2024, and 2023 (amounts in thousands):

property expenses (1)

management fees incurred to our Manager (see Note 4 – Related Party Arrangements ).

following table details our total assets by segment as of December 31, 2025, and 2024 (amounts in thousands):

Schedule of Total Assets By Segment

1 unchanged sentence

Mixed-use Segment

Other non-segment assets (1)

(1) Other non-segment assets primarily consist of cash and cash equivalents not attributable to specific reportable segments.

non-segment assets (1)

non-segment assets primarily consist of cash and cash equivalents not attributable to specific

reportable segments.

13 – Subsequent Events

Management’s Evaluation

has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the audited

consolidated financial statements were issued require potential adjustment to or disclosure in the audited consolidated financial statements

and has concluded that, except as set forth below, all such events or transactions that would require recognition

or disclosure have been recognized or disclosed.

The Galinn Fund LLC

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”).

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”).

further alleges that CMC is in default under both the Note and Mortgage for failure to make payments when due.

Galinn is seeking to foreclose

on the Mortgage and damages against CMC and the Guarantors.

In March 2020, when we first acquired an

equity interest in CMC, Chen was an affiliate of the entity, however, he thereafter exited the investment and is no longer in any way

affiliated with or authorized to act on behalf of CMC.

We maintain that the Loan was obtained as a result of Chen’s fraud and Galinn’s

negligence, and had Galinn done adequate due diligence, or reviewed the publicly available filings on the State of Connecticut’s

Business Records website, or even a basic Google search, Chen’s lack of authority would have been readily apparent prior to Galinn

having made the Loan.

We dispute any liability in this litigation,

believe we have substantial defenses to Galinn’s claims, and are vigorously defending the matter.

and has concluded that, except as set forth below, all such events or transactions that would require recognition or disclosure have

been recognized or disclosed.

March 3, 2026, the Company, through our indirect wholly-owned subsidiary BPOZ 100 Tokeneke Holding, LLC (“BPOZ Tokeneke”),

made a loan (the “BPOZ Tokeneke Loan”) in the principal amount of $ 5.0 million, evidenced by a convertible promissory note

(the “BPOZ Tokeneke Note”), to 100 Tokeneke Road, LLC (“Tokeneke Road”).

The BPOZ Tokeneke Loan bears interest

at a rate of 3.6 % per annum, computed on the basis of a 365/366-day year, and, unless earlier converted, is due and payable on March 3,

The BPOZ Tokeneke Note is convertible, in whole or in part, in the sole discretion of BPOZ Tokeneke into that number of Class A

units of 100 Tokeneke Partners, LLC (“Tokeneke Partners”) and direct holding company for Tokeneke Road, that equal the total

amount then being converted, divided by $ 14.50 per Class A unit (the “Conversion Price”), subject to adjustment as provided

in the BPOZ Tokeneke Note.

The proceeds of the BPOZ Tokeneke Loan were immediately applied by Tokeneke Road in connection with consummation

of its purchase of certain real property located at 100 Tokeneke Road, Darien, Connecticut (the “Property”).

with our extension of the BPOZ Tokeneke Loan, Belpointe Tokeneke Investment, LLC, which is indirectly owned by an entity in which certain

immediate family members of the Company’s Chief Executive Officer hold a passive beneficial ownership interest (the “Related

Party”), also made a loan (the “Related Party Loan”) in the principal amount of $ 3.3 million, evidenced by a convertible

promissory note (the “Related Party Note”), to Tokeneke Road.

The Related Party Loan bears interest at a rate of 3.6 % per

annum, computed on the basis of a 365/366-day year, and is due and payable on March 3, 2028.

The Related Party Note contains a mandatory

post-closing conversion clause which required $ 0.6 million of the principal balance of the Related Party Loan be converted into Class

A units in Tokeneke Partners (the “Mandatory Conversion”).

Following the Mandatory Conversion the Related Party became the

50% beneficial owner of Tokeneke Partners.

The remaining balance of the Related Party Note is convertible, in whole or in part, in the

sole discretion of the Related Party into that number of Class A units of Tokeneke Partners that equal the total amount then being converted

divided by the Conversion Price, subject to adjustment as provided in the Related Party Note.

The proceeds of the Related Party Loan

were immediately applied by Tokeneke Road in connection with consummation of its purchase of the Property.

of CMC Class A Preferred Equity Interests

March 9, 2026, we, through CMC Storrs SPV, LLC, (“CMC”), an entity in which we indirectly own a 100 %

controlling interest, entered into a letter agreement (the “CMC Letter Agreement”) with an entity holding Class A

preferred equity (the “Class A Preferred Equity”) representing a non-voting economic interest in CMC to redeem the Class

A Preferred Equity in accordance with the terms of CMC’s Amended and Restated Limited Liability Company Agreement 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.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

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 8. Financial Statements and Supplementary Data