UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 OR 15~~(d)Date of ~~The~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~October of3, ~~1934~~2025 (September 29, 2025)

Date of Report (Date of earliest event reported): September 15, 2025 (September 19, 2025)

Belpointe PREP, LLC

(Exact name of registrant as specified in its charter)

Delaware		001-40911		84-4412083
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

255 Glenville Road Greenwich, Connecticut		06831
(Address or principal executive offices)		(Zip Code)

(203) 883-1944

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol		Name of Exchange on which registered
Class A units		OZ		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 1529, 2025 (the “Effective Date”), ~~900~~BPOZ ~~Eighth~~1991 Main, LPLLC, a ~~Tennessee~~Delaware limited ~~partnership~~liability ~~(the~~company (“~~Seller~~BPOZ 1991 Main”), and indirect majority-owned subsidiary of ~~the~~ Belpointe PREP, LLC (together with its subsidiaries, “we,” “us,” “our,” or the “Company”), entered into ana ~~Agreement~~variable-rate ~~for~~mortgage ~~Purchase~~loan ~~and~~agreement ~~Sale of Property~~ (the “~~Purchase~~1991 ~~and~~Main ~~Sale~~Mortgage Loan Agreement”) with WPSM ~~South~~Finance ~~Acquisitions~~III LLC, ~~L.L.C.,~~ a ~~Georgia~~Delaware limited liability company (the “~~Buyer~~Lender”), for ~~the~~up ~~sale~~to ~~of our approximately 3~~$163.~~2-acre~~3 ~~land~~million ~~assemblage~~in ~~located at~~principal ~~900 8th Avenue South, Nashville, Tennessee, together with all improvements thereon and rights to intangible personal property related~~amount ~~thereto~~ (~~collectively,~~the “~~900~~1991 ~~8th~~Main ~~Avenue~~Mortgage ~~South~~Loan”), ~~for~~which anis ~~aggregate~~secured ~~purchase~~by ~~price~~our of1991 ~~$19.3~~Main ~~million~~Street, ~~subject~~Sarasota, toFlorida, ~~adjustment~~development ~~for any~~project ~~additional number of units that the Buyer is permitted and intends to construct in excess of the minimum number of units set forth~~(“Aster in& ~~the Purchase and Sale Agreement~~Links”).

~~Under~~On the ~~terms~~Effective ~~and~~Date, ~~conditions~~approximately $114.1 million of the ~~Purchase~~initial ~~and~~$138.3 ~~Sale~~million ~~Agreement,~~advance ~~August~~of ~~26,~~proceeds ~~2025~~under ~~will be~~ the ~~contract~~1991 ~~date~~Main Mortgage Loan (the “~~Contract~~Initial ~~Date~~Mortgage Loan Advance”)~~, the~~ ~~entitlement~~was ~~date~~used ~~will~~to ~~fall~~refinance ~~120 days after~~ the ~~Contract~~remaining ~~Date,~~balance ~~subject~~of toour ~~one~~variable ~~30-day~~rate ~~discretionary~~constriction ~~extension~~loan with byBank ~~the~~OZK. ~~Buyer~~Advances ~~(the~~under ~~“Entitlement Date”),~~1991 ~~the~~Main ~~inspection~~Mortgage ~~date~~Loan will ~~fall~~initially 30bear ~~days~~interest ~~after~~at ~~the~~a ~~Entitlement~~fluctuating ~~Date~~rate ~~(the~~equal ~~“Inspection Date”) and, subject~~ to the ~~remaining~~ ~~customary~~Term ~~terms~~SOFR ~~and~~(as defined ~~conditions set forth~~ in the ~~Purchase~~1991 ~~and~~Main ~~Sale~~Mortgage Loan Agreement,) ~~the~~plus ~~anticipated~~1.5%. ~~closing~~The remainder of the ~~sale~~Initial ofMortgage ~~the~~Loan ~~Property (the~~Advance ~~“Closing”)~~and ~~will~~any ~~take~~additional advances ~~place~~may onbe ~~the~~used ~~earlier~~to offund ~~180~~expenses ~~days~~in ~~following~~connection with leasing the ~~Inspection~~non-residential ~~Date~~space orat ~~any~~Aster ~~other~~& ~~closing~~Links, ~~date~~and ~~(the~~for ~~“Closing~~certain ~~Date”)~~capital ~~chosen~~expenditures, bydebt ~~the~~service, ~~Buyer~~carry ~~upon~~amounts ~~seven~~and ~~days~~earnouts ~~prior~~(the ~~written~~“Permitted ~~notice~~Use toof ~~the~~Proceeds”). ~~Seller,~~The ~~such~~1991 ~~Closing~~Main ~~Date~~Mortgage Loan ~~subject~~has toan ~~three~~initial ~~additional~~maturity ~~30-day discretionary~~date ~~extensions~~of byOctober ~~the~~11, ~~Buyer.~~2027, ~~The Purchase~~ and ~~Sale~~contains ~~Agreement~~two isone-year ~~also~~extensions, ~~subject~~exercisable toat ~~certain~~BPOZ ~~customary~~1991 ~~representations~~Main’s option, ~~warranties and~~subject ~~conditions~~ to ~~closing~~certain restrictions.

~~Within~~On ~~five~~the ~~business~~Effective ~~days~~Date ofBP Mezz 1991 Main, LLC, a Delaware limited liability company (the ~~Contract~~“BP ~~Date~~Mezz 1991 Main”), the ~~Buyer~~holding ~~posted~~company for aBPOZ ~~$150~~1991 Main and our indirect majority-owned subsidiary,~~000~~ ~~earnest~~also ~~money~~entered ~~deposit~~into ~~with~~a anmezzanine ~~escrow~~loan ~~agent~~agreement (the “~~Earnest~~1991 ~~Money~~Main Mezzanine Loan Agreement”)~~, which~~ ~~Earnest~~with ~~Money~~the isLender, ~~and~~for ~~any~~up ~~deposits~~to ~~for~~$40.8 ~~extension~~million byin principal amount (the ~~Buyer~~“1991 ~~are~~Main Mezzanine Loan”), ~~non-refundable~~which is ~~after~~secured ~~the~~by ~~Inspection~~a ~~Date,~~pledge ~~except~~of asBP ~~otherwise provided~~Mezz 1991 Main’s interest in ~~the~~BPOZ ~~Purchase~~1991 Main. The 1991 Main Mezzanine Loan also has an initial maturity date of October 11, 2027, and ~~Sale~~contains ~~Agreement~~two one-year extensions, exercisable at BP Mezz 1991 Main’s option, subject to certain restrictions.

~~The~~On ~~foregoing~~the ~~description~~Effective Date, approximately $34.6 million of the ~~Purchase~~initial ~~and~~advance ~~Sale~~of ~~Agreement,~~proceeds isunder athe ~~summary,~~1991 ~~does~~Main ~~not~~Mezzanine ~~purport~~Loan totogether bewith approximately ~~complete~~$17.1 ~~and~~million isfrom ~~qualified~~the inInitial ~~its~~Mortgage ~~entirety by~~Loan ~~reference~~Advance was used to refinance the ~~Purchase~~remaining ~~and~~balance ~~Sale~~of ~~Agreement~~our mezzanine loan with Southern Realty Trust Holdings, aLLC. ~~copy~~Advances ofunder ~~which~~the we1991 ~~expect~~Main Mezzanine Loan will initially bear interest at a fluctuating rate equal to ~~file~~the Term SOFR (as andefined ~~exhibit~~in tothe ~~our~~1991 ~~Quarterly~~Main ~~Report~~Mezzanine onLoan ~~Form~~Agreement) ~~10-Q~~plus 6.75%. Any additional advances under the 1991 Main Mezzanine Loan may be used for the ~~quarter~~Permitted ~~ended~~Use ~~September~~of ~~30, 2025~~Proceeds.

~~Forward-Looking~~The ~~Statements~~foregoing description of the 1991 Main Mortgage Loan Agreement and 1991 Main Mezzanine Loan Agreement, does not purport to be complete and is qualified in its entirety by reference to the agreements, copies of which we expect to file as exhibits to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

~~This~~Item ~~Current~~2.03 ~~Report~~Creation ~~on Form 8-K (this “Form 8-K”) contains “forward-looking statements” within the meaning~~ of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflect the current views of Belpointe PREP, LLC, a ~~Delaware~~Direct ~~limited~~Financial ~~liability~~Obligation ~~company (together with its subsidiaries, “we,” “us,” “our”~~ or ~~the~~an ~~“Company”)~~Obligation ~~and~~under ~~which~~an are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward looking statements, although not all forward looking statements contain these identifying words. All statements other than statements of historical fact including, without limitation, statements with respect to expectations regarding the closing and the use of the net proceeds of the real estate transaction reported herein are forwardOff-~~looking statements.~~Balance ~~Additionally,~~Sheet ~~forward~~Arrangement looking statements are subject to risks, trends, and uncertainties. We cannot provide you with assurances that the assumptions upon which our forward-looking statements are based will prove to have been correct. Should one o more risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward looking statements, and you are cautioned not to place undue reliance on these forward-looking statements, which are current only as of ~~the date of this Form 8-K. We do not intend to update or revise any forward looking statements made herein or any other forward looking statements as~~ a ~~result of new information, future events or otherwise~~Registrant. ~~We further expressly disclaim any written or oral statements made by a third party regarding the subject matter of this Form 8-K.~~

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~September~~October 193, 2025

	BELPOINTE PREP, LLC

	By:	/s/ Brandon E. Lacoff
		Brandon E. Lacoff
		Chairman of the Board and Chief Executive Officer

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