What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-20 compared with 2025-03-31 · 154 added, 152 removed, 499 unchanged (38% of the section changed)

21 unchanged sentences

Based on such evaluation, our principal executive

officer and principal financial officer have concluded that as of December 31, 2024, our disclosure controls and procedures were

effective at the reasonable assurance level.

officer and principal financial officer have concluded that as of December 31, 2025, our disclosure controls and procedures were effective

at the reasonable assurance level.

Report on Internal Control Over Financial Reporting

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transactions.

management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024

based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Based on its assessment, management has determined that our internal control over financial reporting as

of December 31, 2024 was effective.

management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 based

on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission.

Based on its assessment, management has determined that our internal control over financial reporting as of

December 31, 2025 was effective.

in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting during the year ended December 31, 2024 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

have been no changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

249 unchanged sentences

have a Code of Business Conduct and Ethics, which applies to our employees, if any, officers and directors and is available on our website,

www.belpointeoz.com , under the “Investors” section.

We intend to disclose any amendments to or waivers of our

Code of Business Conduct and Ethics on behalf of our principal executive officer, principal financial officer or principal accounting

officer, either on our website or in a Current Report on Form 8-K filing.

www.belpointeoz.com , under the “ Corporate Overview—Corporate Governance Documents ” section of our “Investor

Relations” page.

We intend to disclose any amendments to or waivers of our Code of Business Conduct and Ethics on behalf of our

principal executive officer, principal financial officer or principal accounting officer, either on our website or in a Current Report

on Form 8-K filing.

16(a) Beneficial Ownership Reporting Compliance

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Executive Compensation.

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

Our executive officers also serve as officers

of our Manager and our Sponsor or one or more of their affiliates.

Our management agreement provides that our Manager will be responsible

for managing our day-to-day operations and investment activities, as such our executive officers do not receive compensation from us

or any of our subsidiaries for serving as our executive officers but, rather, receive compensation from our Manager.

We will not reimburse

our Manager for any compensation paid to our executive officers.

Our management agreement does not require our executive officers to

dedicate a specific amount of time to the conduct of our business and affairs or prohibit our executive officers from engaging in other

activities or providing services to other persons, including affiliates of our Manager and Sponsor.

Accordingly, our Manager has informed

us that it cannot identify the portion of compensation it will award to our executive officers that relates solely to such executives’

services to us, as our Manager does not compensate its employees specifically for such services.

Furthermore, we do not have employment

agreements with our executive officers, we do not provide pension or retirement benefits, perquisites or other personal benefits to our

executive officers, our executive officers have not received any nonqualified deferred compensation and we do not have arrangements to

make payments to our executive officers upon their termination or in the event of a change in control of us.

We are externally managed and currently have no employees or intention

of having any employees.

Our executive officers also serve as officers of our Manager and members of the Sponsor Group.

Our Management

Agreement provides that our Manager will be responsible for managing our day-to-day operations and investment activities, as such our

executive officers do not receive compensation from us or any of our subsidiaries for serving as our executive officers but, rather, receive

compensation from our Manager.

We will not reimburse our Manager for any compensation paid to our executive officers.

Our Management Agreement

does not require our executive officers to dedicate a specific amount of time to the conduct of our business and affairs or prohibit our

executive officers from engaging in other activities or providing services to other persons, including affiliates of our Manager and Sponsor.

Accordingly, our Manager has informed us that it cannot identify the portion of compensation it will award to our executive officers that

relates solely to such executives’ services to us, as our Manager does not compensate its employees specifically for such services.

Furthermore, we do not have employment agreements with our executive officers, we do not provide pension or retirement benefits, perquisites

or other personal benefits to our executive officers, our executive officers have not received any nonqualified deferred compensation

and we do not have arrangements to make payments to our executive officers upon their termination or in the event of a change in control

Director Compensation

commenced principal operations on October 28, 2020.

For the year ended December 31, 2024, each of our non-employee directors received

$20,000 in cash compensation for their service as directors.

Going forward, we intend to establish a policy to compensate each of our

non-employee directors on an annual basis paid in quarterly installments in arrears, which compensation may, in the sole discretion of

our Board, be paid to members in the form of cash or equity, or a combination of both cash and equity.

We commenced principal operations on October 28, 2020.

For the year ended

December 31, 2025, the chairman of our audit committee received $23,750, and each of our three remaining non-employee directors received

$20,000, respectively, in cash compensation for their service as directors.

Going forward, we intend to establish a policy to compensate

each of our non-employee directors on an annual basis paid in quarterly installments in arrears, which compensation may, in the sole discretion

of our Board, be paid to members in the form of cash or equity, or a combination of both cash and equity.

We also intend to adopt a unit

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expenses incurred in connection with attending board and committee meetings (including, but not limited to, airfare, hotel and food).

For the year ended December 31, 2024, all of our Board and committee meetings have been held virtually and our directors did not

incur any expenses in connection with attending board or committee meetings.

For the year ended December 31, 2025, all of our Board and committee meetings have been held virtually and our directors did not incur

any expenses in connection with attending board or committee meetings.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters.

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Directors and Officers

Lacoff (1)(2)

Martin Lacoff (3)

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5% Unitholders

Empirical Financial Services, LLC d.b.a.

Empirical Financial Services,

Empirical Wealth Management (4)

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filing date of this Form 10-K.

(5) Based on information contained in a Schedule 13G filed with the SEC by Precision Wealth Strategies, LLC on January

According to the Schedule 13G, as of December 31, 2024, Precision Wealth Strategies, LLC had sole power to vote or direct

the vote of 235,796 of our Class A units beneficially owned and sole power to dispose of or direct the disposition of 235,796 of our Class

A units beneficially owned.

The address of Precision Wealth Strategies, LLC principal business office is 4622 Macklind Avenue St.

The Schedule 13G provides information only as of December 31, 2024 and,

consequently, the beneficial ownership of Empirical may have changed between December 31, 2024 and the filing date of this Form 10-K.

on information contained in a Schedule 13G filed with the SEC by Precision Wealth Strategies,

LLC on January 23, 2025.

According to the Schedule 13G, as of December 31, 2024, Precision

Wealth Strategies, LLC had sole power to vote or direct the vote of 235,796 of our Class

A units beneficially owned and sole power to dispose of or direct the disposition of 235,796

of our Class A units beneficially owned.

The address of Precision Wealth Strategies, LLC

principal business office is 4622 Macklind Avenue St.

Louis MO 63109.

The Schedule 13G provides

information only as of December 31, 2024 and, consequently, the beneficial ownership of Empirical

may have changed between December 31, 2024 and the filing date of this Form 10-K.

Certain Relationships and Related Transactions, and Director Independence.

following describes all transactions during the year ended December 31, 2024 and all currently proposed transactions involving us,

our executive officers, directors, Manager, Sponsor and any of their respective affiliates.

Transactions with Belpointe REIT

the year ended December 31, 2021 we entered into a series of transaction with Belpointe REIT, Inc.

Belpointe REIT was an affiliate of

our Sponsor, and our Sponsor is indirectly owned by our Chief Executive Officer and beneficially owned by certain immediate family members

of our Chief Executive Officer.

to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), we conducted an offer to exchange (the “Offer”)

each outstanding share of common stock (the “Common Stock”), of Belpointe REIT, Inc.

(“Belpointe REIT”) validly

tendered in the Offer for 1.05 of our Class A units, with any fractional Class A units rounded up to the nearest whole unit (the “Transaction

Consideration”).

The Offer was completed on September 14, 2021.

the Offer, and in accordance with the terms of the Merger Agreement, Belpointe REIT converted from a corporation into a limited liability

company (the “Conversion”) named BREIT, LLC (“BREIT”).

In the Conversion each outstanding share of Common Stock

was converted into a limited liability company interest (an “Interest”) in BREIT.

The Conversion was completed on October

the Conversion, and in accordance with the terms of the Merger Agreement, BREIT merged with and into BREIT Merger, LLC (“BREIT

Merger”), our wholly-owned subsidiary (the “Merger”).

In the Merger, each outstanding Interest was converted into the

right to receive the Transaction Consideration.

The Merger was completed on October 12, 2021.

to and in connection with the Offer and Merger, we entered into a series of loan transactions with Belpointe REIT, whereby Belpointe

REIT advanced us an aggregate of $74.0 million evidenced by a series of secured promissory notes (the “Secured Notes”) bearing

interest at an annual rate of 0.14%, due and payable on December 31, 2021, and secured by all of our assets.

Upon consummation of the

Merger, BREIT Merger acquired the Secured Notes as successor in interest to Belpointe REIT and, effective October 12, 2021, we entered

into a Release and Cancellation of Indebtedness agreement with BREIT Merger pursuant to the terms of which BREIT Merger cancelled the

Secured Notes and discharged us from all obligations to repay the principal and any accrued interest on the Secured Notes.

following describes all transactions during the year ended December 31, 2025 and all currently proposed transactions involving us, our

executive officers, directors, Manager, Sponsor and any of their respective affiliates.

Affiliate Transactions

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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

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.

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 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.

opportunity zone regulations allow us to apply the 90% Asset Test without taking into account any proceeds from our Public Offerings

that we receive in the 6-month period preceding the Test Date, provided those proceeds are held in cash, cash equivalents, or a debt

instrument with a term of 18-months or less.

Accordingly, given our excess cash on hand as of the year ended December 31, 2021, management

viewed the Norpointe transaction as an opportunity to earn a strong rate of return on that cash by making a low risk—due to the

low loan-to-value ratio and first priority mortgage interest—short-term loan rather than depositing the funds in a lower yielding

account pending investment in future developments.

For additional details regarding the 90% Asset Test see, Item 1.

“Business—Qualified Opportunity Zone Program.”

31, 2025, there was no outstanding borrowings or accrued interest due under the BDH Facility.

Transaction with 100 Tokeneke Road, LLC

March 3, 2026, the Company, through our indirect wholly-owned subsidiary BPOZ 100 Tokeneke Holding, LLC, a Connecticut limited liability

company (“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, a Connecticut limited liability company

(“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, 2028.

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, a Connecticut limited

liability company (“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

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 advancement of the BPOZ Tokeneke Loan, Belpointe Tokeneke Investment, LLC, a Connecticut limited liability company 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,

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

The proceeds of the Related Party Loan were immediately applied by Tokeneke Road in connection with consummation of its purchase

of the Property.

Relationship with our Manager and Sponsor

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development and construction.

initial term of the Management Agreement continues through December 31, 2025, and may only be terminated (i) for “cause,”

(ii) upon the bankruptcy of our Manager, or (iii) upon a material breach of the Management Agreement by our Manager.

is defined in the Management Agreement to mean fraud or willful malfeasance, gross negligence, the commission of a felony or a material

violation of applicable law, in each case that has or could reasonably be expected to have a material adverse effect on us.

the initial term, the Management Agreement will automatically renew for an unlimited number of three-year terms unless we elect not to

renew it by providing our Manager with 180 days’ prior notice.

The initial term of the Management Agreement continued through December

31, 2025 and, following an evaluation of the Manager’s performance by the Board, was thereafter renewed for a subsequent three-year

The Management Agreement may only be terminated (i) for “cause,” (ii) upon the bankruptcy of our Manager, or (iii) upon

a material breach of the Management Agreement by our Manager.

“Cause” is defined in the Management Agreement to mean fraud

or willful malfeasance, gross negligence, the commission of a felony or a material violation of applicable law, in each case that has

or could reasonably be expected to have a material adverse effect on us.

Following the current term, the Management Agreement will automatically

renew for an unlimited number of three-year terms unless we elect not to renew it by providing our Manager with 180 days’ prior

any termination or non-renewal of the Management Agreement by us or any termination of the Management Agreement by our Manager for our

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or decreased, without the consent of our Manager.

During the years ended December 31, 2024 and 2023, we did not make any Class B

unit allocations or distributions to our Manager.

to the Management Agreement, we reimburse our Manager and its affiliates, including our Sponsor, for actual fees and expenses incurred

in connection with our Public Offerings, the Offer and Merger, the selection, origination, acquisition and management of our investments,

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

Expenses reimbursable 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.

During the years ended December 31, 2025 and 2024, we did not make any Class B unit

allocations or distributions to our Manager.

to the Management Agreement, we reimburse our Manager and its affiliates, including members of the Sponsor Group, for actual fees and

expenses incurred in connection with our Public Offerings, the selection, origination, acquisition, management and disposition of our

investments, and for out-of-pocket expenses paid to third parties in connection with providing services to us.

Expenses reimbursable

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.

For additional details regarding the Offer and the Merger see, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Transactions with Belpointe REIT, Inc.”

the years ended December 31, 2024, and 2023, our Manager and its affiliates, including our Sponsor, incurred $2.6 million, and $2.9

“ Management’s Discussion and Analysis of Financial Condition and Results of Operations— History and Development of the Company

During the years ended December 31, 2025, and 2024, our Manager and

its affiliates, including members of the Sponsor Group, incurred $2.1 million, and $2.6

million, respectively, for fees and expenses on our behalf.

Employee and Cost Sharing Agreement

to the Employee and Cost Sharing Agreement, our Sponsor provides our Manager with access to portfolio management, asset valuation, risk

management and asset management services, as well as administration services addressing legal, compliance, investor relations and information

technologies necessary for the performance by our Manager of its duties under the Management Agreement, and our Sponsor or one or more

of its affiliates is entitled to receive expense reimbursements and our Manager’s allocable share of employment costs incurred

by the Sponsor.

For additional details regarding our Employee and Cost Sharing Agreement, see Item 1.

Services and Cost Sharing Agreement

Pursuant to the Services and Cost Sharing Agreement, members of the Sponsor

Group provide our Manager with access to portfolio management, asset valuation, risk management and asset management services, as well

as administration services addressing legal, compliance, investor relations and information technologies necessary for the performance

by our Manager of its duties under the Management Agreement, and members of the Sponsor Group are entitled to receive expense reimbursements

and our Manager’s allocable share of employment costs incurred by the members of the Sponsor Group.

For additional details regarding

our Services and Cost Sharing Agreement, see Item 1.

“Business—Human Capital.”

the years ended December 31, 2024, and 2023, our Sponsor and its affiliates incurred $2.1 million and $1.8 million, respectively,

for fees, expenses and employment costs on our behalf.

During the years ended December 31, 2025, and 2024, member of the

Sponsor Group incurred $2.1 million and $2.1 million, respectively, for fees, expenses and employment costs on our behalf.

to the terms of development agreements that we enter into with affiliates of our Sponsor, such affiliates are entitled to receive (i)

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For additional details regarding our acquisitions of 1991 Main Street, 902-1020

First, and 900 8th Avenue South see, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Investments—Investments in Multifamily and Mixed-Use Rental Properties.”

First, and 900 8th Avenue South see, Part I, Item 1—Our Investments .

the year ended December 31, 2025, we incurred $2.1 million for development fees, and we incurred $2.2 million for employee reimbursement

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Principal Accountant Fees and Services

following table sets forth the aggregate fees for professional services provided by our independent registered public accounting firm,

Citrin Cooperman & Company, LLP, for the years ended December 31, 2024 and 2023:

following table sets forth the aggregate fees for professional services provided by CohnReznick LLP, our independent registered public

accounting firm for the year ended December 31, 2025, and Citrin Cooperman & Company, LLP, our previous independent registered public

accounting firm for the year ended December 31, 2024:

Year Ended December 31,

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All services reported in the table above were approved by our audit

Our audit committee charter is available on our website, www.belpointeoz.com , under the “Investor Relations”

Our audit committee charter is available on our website, www.belpointeoz.com , under the “Investor

Relations” section.

Exhibits and Financial Statement Schedules.

following documents are filed as part of this Form 10-K:

(1) Consolidated

financial statements:

The following documents are filed as part of this Form 10-K:

Consolidated financial statements:

Financial Statements and Supplementary Data.

(2) Financial

statement schedules:

Schedules for which provision is made in the applicable accounting regulations of the SEC are not required under

the related instructions or are not applicable and therefore have been omitted.

(3) Exhibits:

Financial statement schedules:

Schedules for which provision is made in the applicable accounting regulations of the SEC are not required

under the related instructions or are not applicable and therefore have been omitted.

The following exhibits are filed with this Form 10-K:

Incorporated by Reference

Agreement and Plan of Merger, dated as of April 21, 2021, by and among Belpointe PREP, LLC, BREIT Merger, LLC and Belpointe REIT, Inc.

April 22, 2021

Certificate of Formation.

April 22, 2021

Amended and Restated Limited Liability Company Operating Agreement.

Subscription Agreement (included in Appendix B).

Management Agreement, effective as of October 28, 2020, by and among Belpointe PREP, LLC, Belpointe PREP OC, LLC, Belpointe PREP TN OC, LLC, Belpointe PREP Manager, LLC and Belpointe LLC.

Employee and Cost Sharing Agreement, effective as of October 28, 2020, by and among Belpointe PREP, LLC, Belpointe PREP OC, LLC, Belpointe PREP TN OC, LLC and Belpointe PREP Manager, LLC.

Promissory Note, dated January 3, 2022.

Mortgage Deed and Security Agreement, dated January 3, 2022.

April 22, 2021

Form of Subscription Agreement (included in Appendix B).

April 22, 2021

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Management Agreement by and among Belpointe PREP, LLC, Belpointe PREP OC, LLC, Belpointe PREP TN OC, LLC, Belpointe PREP Manager, LLC and Belpointe LLC.

April 22, 2021

Form of Amended and Restated Services and Cost Sharing Agreement.

November 14, 2025

Form of Indemnification Agreement.

November 14, 2025

Agreement for Purchase and Sale, dated as of September 15, 2025, by and between 900 Eighth, LP and WP South Acquisitions, L.L.C.

November 14, 2025

Letter Agreement, dated January 6, 2026

January 12, 2026

Insider Trading Policy

Subsidiaries of Registrant.

Consent of Citrin Cooperman & Company, LLP

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

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Belpointe PREP, LLC Clawback Policy.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (embedded within the Inline XBRL document).

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File

(embedded within the Inline XBRL document).

Filed herewith.

Certain confidential portions of this Exhibit have been omitted by means of marking such portions with brackets (“[***]”)

because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Form 10-K Summary

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

What changed 10-K

Item 9A. Controls and Procedures