Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market
Information
Our
Class A units are traded on the NYSE American under the symbol “OZ” and began trading on NYSE American on October 18, 2021.
Neither our Class B units nor our Class M unit are listed or traded on any established public trading market.
Holders
As
of March 13, 2026, there were 50 holders of record of our Class A units, and one holder of record of each of our Class B units
and Class M unit, respectively.
Distribution
Policy
We
do not expect to pay any distributions until our investments are generating operating cash flow. Once we begin to pay distributions,
we expect to pay them quarterly, in arrears, but may pay them less frequently as determined by us following consultation with our Manager.
While we have the discretion to modify our distribution policy at any time, we currently anticipate working up to a target annual distribution
rate of 6-8%. Any distributions that we do pay will be at the discretion of our Manager, subject to Board oversight, and based on, among
other factors, our present and projected future earnings, cash flow, capital needs and general financial condition, as well as any requirements
of applicable law. In order to participate in any distribution that we do pay, you must be a holder of record of our Class A units as
of the record date for such distribution, and as of the ex-date, if applicable. We have not established a minimum distribution level,
and our Operating Agreement does not require that we pay distributions to the holders of our Class A units.
Use
of Proceeds from Registered Sales of Securities
We
are the successor in interest to Belpointe REIT, Inc., a Maryland corporation (“Belpointe REIT”), incorporated on June 19,
2018. During the year ended December 31, 2021, we acquired all of the outstanding shares of common stock of Belpointe REIT in an exchange
offer and related conversion and merger transaction.
On May 9, 2023, the
SEC declared effective our follow-on registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on Registration
Statement”), registering the offer and sale of up to $750,000,000 of our Class A units on a continuous “best efforts”
basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities Act of 1933,
as amended (the “Securities Act”), including by offers and sales made directly to investors or through one or more agents
(our “Follow-on Offering”).
In
connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity
LLC (the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager.
The Dealer Manager has and will continue to enter into participating dealer agreements and wholesale agreements with other
broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase
our Class A units. We pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from
0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering.
The
purchase price for Class A units in our Follow-on Offering is the lesser of (i) the current NAV of our Class A units, and (ii) the average
of the high and low sale prices of our Class A units on the NYSE American during regular trading hours on the last trading day immediately
preceding the investment date on which the NYSE American was open for trading and trading in our Class A units occurred. Our Manager
calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business
day following its public announcement. On March 4, 2026, we announced that our NAV as of December 31, 2025 was $116.17.
We
file a prospectus supplement with the SEC disclosing quarterly determinations of our NAV per Class A unit. Additionally, if a material
event occurs in between quarterly updates of NAV that would cause our NAV to change by 10% or more from the most recently disclosed NAV,
we will disclose the updated price and the reason for the change in prospectus supplement as promptly as reasonably practicable.
From
the period of October 7, 2021, the date of the first closing held in connection with our Primary Offering, through December 31, 2024,
we issued 2,414,063 Class A units in our Primary Offering, raising net offering proceeds of $236.6 million. For the year ended December
31, 2025, we issued 172,523 Class A units in connection with our Public Offerings, raising net offering proceeds of $11.2 million. Together
with the gross proceeds raised in Belpointe REIT, Inc.’s prior offerings, as of December 31, 2025, we have raised aggregate gross
offering cash proceeds of $368.6 million.
Unregistered
Sales of Equity Securities
As
of December 31, 2025, we have not sold any equity securities within the past three years that were not registered under the Securities
Act.
Item
6. [Reserved].
42
Table of Contents