What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-03-29 · 42 added, 54 removed, 65 unchanged (60% of the section changed)

2 unchanged sentences

Neither our Class B units nor our Class M unit are listed or traded on any established public trading market.

of March 22, 2024, there were 46 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.

of March 28, 2025, there were 46 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.

do not expect to pay any distributions until our investments are generating operating cash flow.

40 unchanged sentences

preceding the investment date on which the NYSE American was open for trading and trading in our Class A units occurred.

calculates our NAV within approximately 60 days of the last day of each quarter (the “Determination Date”).

Any adjustment

to our NAV will take effect as of the first business day following the public announcement of our NAV.

Our adjusted NAV will be equal

to our adjusted NAV as of the Determination Date (rounded to the nearest dollar) divided by the number of Class A units outstanding on

the Determination Date.

quarter, our Manager calculates our NAV and NAV per Class A unit as of the last day of the quarter (the

“Determination Date”).

Our NAV per Class A unit is equal to our NAV as of the Determination Date, divided by the number of Class A units outstanding on the Determination Date.

We disclose our determination of NAV and NAV per

Class A unit within approximately 60 days of the Determination Date.

Any adjustments to our NAV and the per Class A unit purchase price

take effect as of the first business day following its public announcement.

As of December 31, 2024, our NAV per Class A units was

5 unchanged sentences

we issued 2,372,289 Class A units in our Primary Offering, raising net offering proceeds of $233.5 million.

For the year ended

December 31, 2023, we issued 98,950 Class A units in connection with our Public Offerings, raising net offering proceeds of $7.5

Together with the gross proceeds raised in Belpointe REIT, Inc.’s prior offerings, as of December 31, 2023, we have

raised aggregate gross offering cash proceeds of $354.3 million.

For the year ended December

31, 2024, we issued 41,774 Class A units in connection with our Public Offerings, raising net offering proceeds of $3.0 million.

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

offering cash proceeds of $357.3 million.

following tables summarize certain information about the Public Offering proceeds and our use of proceeds, including direct or indirect

5 unchanged sentences

Selling commissions

Offering costs (1) (2) (3)

costs (1) (2) (3)

Net offering proceeds

$ 236,580,414

$0.3 million of reimbursements to an affiliate for costs incurred on our behalf.

or indirect payments of $1.4 million have been made to others, including payments for legal, accounting, transfer agent, FINRA, and

filing fees, as of December 31, 2023.

all offering costs incurred by the Company in connection with any offer and sale of securities by the Company.

Uses of net offering proceeds

Includes $0.3 million of reimbursements to an affiliate for

costs incurred on our behalf.

Direct or indirect payments of $1.4 million have been made

to others, including payments for legal, accounting, transfer agent, FINRA, and filing fees, as of December 31, 2024.

Includes all offering costs incurred by the Company in connection

with any offer and sale of securities by the Company.

Uses of net offering proceeds (in thousands)

Funding of loans receivable (1)

1 unchanged sentence

Working capital (3) (4)

direct payment of $30.0 million to Norpointe, an affiliate of our Chief Executive Officer.

See “ Part III,

Item 13—Certain Relationships and Related Transactions, and Director Independence—Our Affiliate Transactions—Our

Transaction with Norpointe, LLC” for additional details regarding our transactions with Norpointe .

direct or indirect payments of $10.0 million to directors, officers and affiliates as of December 31, 2023 predominantly for

insurance premiums and employee reimbursement expenditures (pursuant primarily to our development management agreements).

“ Part III, Item 13—Certain Relationships and Related Transactions, and Director Independence—Our

Affiliate Transactions ” for additional information regarding fees incurred on our behalf by, and expenses reimbursable to,

our Manager and its affiliates.

direct or indirect payments of $9.0 million to directors, officers and affiliates as of December 31, 2023 for management fees,

insurance premiums and employee cost sharing expenses (pursuant to our Management Agreement and Employee and Cost Sharing

See “ Part III, Item 13—Certain Relationships and Related Transactions, and Director

Independence—Our Affiliate Transactions ” for additional information regarding fees incurred on our behalf by, and

expenses reimbursable to, our Manager and its affiliates.

direct or indirect payments of $2.8 million to others, including payments for legal, accounting, marketing, transfer agent and filing

fees, as of December 31, 2023.

Includes direct payment of $30.0 million to Norpointe, an affiliate

of our Chief Executive Officer.

See “ Part III, Item 13—Certain Relationships and Related Transactions,

and Director Independence—Our Affiliate Transactions—Our Transaction with Norpointe, LLC ” for additional details

regarding our transactions with Norpointe.

Includes direct or indirect payments of $10.0 million to directors,

officers and affiliates as of December 31, 2024 predominantly for insurance premiums and employee reimbursement expenditures (pursuant

primarily to our development management agreements).

See “ Part III, Item 13—Certain Relationships and

Related Transactions, and Director Independence—Our Affiliate Transactions ” for additional information regarding fees

incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates.

Includes direct or indirect payments of $9.4 million to directors,

officers and affiliates as of December 31, 2024 for management fees, insurance premiums and employee cost sharing expenses (pursuant

to our Management Agreement and Employee and Cost Sharing Agreement).

See “ Part III, Item 13—Certain Relationships

and Related Transactions, and Director Independence—Our Affiliate Transactions ” for additional information regarding

fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates.

Includes direct or indirect payments of $3.8 million to others,

including payments for legal, accounting, marketing, transfer agent and filing fees, as of December 31, 2024.

Sales of Equity Securities

connection with our formation, on February 11, 2020, we issued 100 common units representing all of the issued and outstanding limited

liability company interests of the Company to our Sponsor for an aggregate purchase price of $10,000.00.

No sales commission or other

consideration was paid in connection with the sale.

The offer and sale was exempt from the registration requirements of the Securities

Act, in reliance on Section 4(a)(2) thereof, as a transaction by an issuer not involving any public offering.

Effective October 30, 2020,

our Sponsor sold one common unit to Belpointe Capital Management, LLC, an affiliate of our Sponsor, for an aggregate purchase price of

$100.00, in reliance upon the exemption from registration set forth in Section 4(a)(1) of the Securities Act, as a transaction by a person

other than an issuer, underwriter or dealer not involving any public offering.

September 13, 2021, we (i) amended and restated our Limited Liability Company Operating Agreement, (ii) reclassified all of our outstanding

common units into an equivalent number of Class A units, and (iii) issued 100,000 Class B units and one Class M unit to our Manager.

The Class B units were issued in consideration of services rendered and to be rendered by the Manager pursuant to the terms of the Management

Agreement, and the Class M unit was issued in furtherance of the power and authority delegated to the Manager under the terms of the

Management Agreement.

No sales commission or other consideration was paid in connection with the issuance of the Class B units or the

Class M unit.

The issuance of the Class B units and Class M unit was exempt from the registration requirements of the Securities Act,

in reliance on Section 4(a)(2) thereof, as transactions by an issuer not involving any public offering.

of December 31, 2023, we have not sold any other equity securities that were not registered under the Securities Act.

of December 31, 2024, we have not sold any equity securities within the past three years that were not registered under the

Securities Act.

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 5. Market for Registrant’s Common Equity