Belpointe PREP, LLC 8-K

What Happened
Belpointe PREP, LLC (OZ) announced a Letter Agreement dated January 6, 2026 under which Daniel Suozzi contributed his indirect ownership interest in real property at 100 Tokeneke Road, Darien, CT to Tokeneke Partners, LLC (an indirect minority-owned subsidiary) in exchange for 243,000 Class B units of Tokeneke Partners. Suozzi has a seller "put" right through May 31, 2027 to require the Company (or an affiliate) to buy some or all of those units, and Tokeneke Manager has a buyer "call" right from June 1, 2027 through December 31, 2027 to require Suozzi to sell some or all of the units to the Company.

Key Details

• Suozzi received 243,000 Tokeneke Class B units; the per‑unit purchase price under the put/call is $14.50, equal to a total purchase value of $3,523,500 if all units are bought.
• Payment for any purchase is to be made in the Company’s Class A Units, issued at the Market Price (the average of the high and low sale price of Class A Units on the NYSE American on the last trading day before the notice).
• Put Period: Effective Jan 6, 2026 through May 31, 2027 (automatically revived for a single 30‑day period if Tokeneke Partners’ initial equity financing closing has not occurred).
• Call Period: June 1, 2027 through Dec 31, 2027 (also automatically revived for a single 30‑day period if the Initial Closing occurs after termination). The Company will register the Class A Units issuable to Suozzi on a resale registration statement and use commercially reasonable efforts to maintain it until Suozzi can sell under Rule 144 without limitation or for 30 months from the registration’s initial effective date.

Why It Matters
This is a financing/asset contribution arrangement that can result in the Company issuing Class A Units to acquire the Tokeneke Units, which may increase the outstanding supply of Class A Units (dilution potential) and affects timing of when those units might be issued (driven by put/call notices and Tokeneke Partners’ financing milestones). The registration commitment by the Company also increases the likelihood those issued Class A Units will be freely tradable once registration conditions are met. Retail investors should note the specific timelines, the fixed $14.50 per Tokeneke Unit valuation used to determine aggregate consideration, and that the number of Class A Units issued will depend on the Market Price at the time of any purchase notice.