Belpointe PREP, LLC 8-K

What Happened

• Belpointe PREP, LLC (through its indirect subsidiary BPOZ 100 Tokeneke Holding, LLC) announced on March 3, 2026 that it made a $5,000,000 convertible loan to 100 Tokeneke Road, LLC to finance the acquisition of real property at 100 Tokeneke Road, Darien, Connecticut.
• The loan (the BPOZ Tokeneke Loan) is evidenced by a convertible promissory note bearing interest at 3.6% per annum and is payable on March 3, 2026, unless earlier converted. The note is convertible into Class A units of 100 Tokeneke Partners, LLC at a conversion price of $14.50 per Class A unit (subject to adjustments).
• Concurrently, an indirectly related party (Belpointe Tokeneke Investment, LLC, linked to immediate family members of the Company’s CEO) made a separate $3,250,000 convertible loan on the same terms (3.6% interest, due March 3, 2026). A mandatory post-closing conversion of $625,000 of that related-party loan converted into Class A units, making the related party the 50% beneficial owner of Tokeneke Partners.

Key Details

• BPOZ Tokeneke Loan: $5,000,000 principal; 3.6% annual interest; convertible at $14.50 per Class A unit; dated March 3, 2026.
• Related Party Loan: $3,250,000 principal; 3.6% annual interest; $625,000 mandatory conversion executed, resulting in 50% beneficial ownership of Tokeneke Partners by the related party.
• Purpose: Proceeds were used immediately by Tokeneke Road to consummate purchase of the Darien property at 100 Tokeneke Road.
• Corporate oversight: The Conflicts Committee reviewed and approved both loans under the Company’s related-party policies and applicable NYSE American and SEC rules.

Why It Matters

• This filing shows Belpointe PREP deploying capital into a specific real estate acquisition via a short‑term convertible loan, increasing the Company’s exposure to the Tokeneke Road/Tokeneke Partners investment.
• The convertible structure (conversion price $14.50) means the loans can convert into equity units of Tokeneke Partners, which affects ownership and potential returns for investors in these entities; the related party already holds a 50% beneficial stake after the mandatory conversion.
• The transactions were reviewed by the Conflicts Committee, but investors should note the involvement of a related party and the convertible, short‑dated nature of the notes when assessing credit, governance and ownership implications.