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~~

~~Date~~Pursuant ofto ~~Report~~Section 13 OR 15(~~Date~~d) of ~~earliest~~The ~~event~~Securities ~~reported):~~Exchange ~~June~~Act ~~30, 2025~~of ~~(June 24, 2025)~~1934

Date of Report (Date of earliest event reported): September 16, 2025 (September 12, 2025)

Belpointe PREP, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-40911	84-4412083
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~Previously,~~On onSeptember ~~June 26~~12, ~~2024~~2025, ~~900~~Belpointe ~~Eighth~~PREP, LPLLC (the “~~Borrower~~Company”), anheld ~~indirect~~its ~~majority-owned~~annual ~~subsidiary~~meeting of ~~Belpointe~~unitholders ~~PREP, LLC~~ (the “~~Company~~Annual Meeting”)~~, entered~~. ~~into~~As aof ~~certain~~June ~~Loan~~16, ~~Agreement~~2025, (the ~~“Loan~~record ~~Agreement”)~~date ~~with~~for ~~KHRE~~the ~~SMA~~Annual ~~Funding~~Meeting, ~~LLC (~~the ~~“Lender”)~~Company ~~for~~had ~~a fixed-rate~~3,698,562 ~~loan~~Class ofA ~~$10.0~~units, ~~million~~100,000 inClass B ~~principal~~units ~~amount~~and ~~(the~~one ~~“Loan”),~~Class ~~secured~~M byunit ~~a 3~~outstanding.~~2-acre~~ ~~land~~Holders ~~assemblage~~of ~~located~~the atCompany’s ~~900~~Class ~~8th Avenue~~A ~~South,~~units ~~Nashville,~~and ~~Tennessee.~~Class ~~The~~B ~~Loan~~units ~~bears~~were ~~interest~~entitled atto aone ~~rate~~vote ~~of 9.50%~~ per unit ~~annum~~on ~~(the~~all ~~“Interest~~matters ~~Rate”)~~submitted ~~and~~for ~~was~~approval ~~due to~~of ~~mature~~the onunitholders ~~June~~at ~~26, 2025 (~~the ~~“Initial~~Annual ~~Maturity Date”)~~Meeting. The ~~Loan~~holder ~~Agreement~~of ~~provides~~the ~~for~~Company’s ~~two~~Class ~~six-month~~M ~~extension~~unit ~~options~~was ~~(each~~entitled anto ~~“Extension~~that ~~Option”),~~number ~~subject~~of tovotes ~~certain~~equal ~~restrictions.~~ten ~~The~~times ~~Loan~~the ~~was~~aggregate ~~guaranteed~~number byof ~~the~~Class ~~Company~~A ~~pursuant~~units toand ~~the~~Class ~~terms of~~B aunits ~~Guaranty~~outstanding ofon ~~Recourse~~those ~~Obligations~~matters which ~~and~~the ~~Debt~~Class ~~Service~~M ~~and~~unit ~~Carry~~is ~~Guaranty~~entitled ~~(the~~to ~~“Guaranty Agreements”)~~vote.

OnAt the ~~June~~Annual 24Meeting, ~~2025,~~the holders of the ~~Borrower~~Company’s ~~entered~~Class ~~into~~A aand ~~letter~~Class ~~agreement~~B ~~(the~~units ~~“Letter~~voted ~~Agreement”)~~together ~~with~~as ~~the~~a ~~Lender~~single class on proposals to elect ~~exercising~~two ~~the~~Class ~~first~~I ~~Extension~~directors ~~Option~~and ~~under~~to ratify the ~~terms~~appointment of the ~~Loan~~Company’s ~~Agreement~~independent registered public accounting firm, ~~extending~~each of the proposals ~~Initial~~is ~~Maturity~~described ~~Date~~in togreater ~~January~~detail 2,in ~~2026 (~~the ~~“Extended~~ ~~Maturity~~Company’s ~~Date”).~~definitive Inproxy ~~connection~~statement on Schedule 14A filed with the ~~Letter~~U.S. ~~Agreement~~Securities and Exchange Commission on July 28, 2025. The holder of the Company’s ~~also~~Class ~~entered~~M ~~into~~unit awas ~~consent~~not ~~and~~entitled ~~reaffirmation~~to vote with respect to the election of the ~~Guaranty~~Class ~~Agreements~~I directors. ~~Other~~Unitholders ~~than~~approved each of the ~~Extended~~proposals ~~Maturity~~presented ~~Date,~~for ~~the~~a ~~terms~~vote. ofThe tables below set forth the ~~Loan~~number of ~~Agreement~~votes ~~will~~cast ~~remain~~for ~~unchanged~~and ~~during~~against ~~the~~or ~~extension period~~withheld, ~~including~~and the ~~Interest~~number ~~Rate~~of abstentions or broker non-votes, for each matter voted upon by the Company’s unitholders.

~~The~~1. ~~foregoing~~The ~~description~~individuals ofbelow ~~the~~were ~~Letter~~elected ~~Agreement~~at ~~does~~the ~~not~~Annual ~~purport~~Meeting to beserve ~~complete~~as ~~and~~Class isI ~~qualified~~directors inof ~~its entirety by reference to~~ the ~~full text~~Company ofuntil the ~~Letter~~2028 ~~Agreement,~~annual ~~which~~meeting of the ~~Company~~unitholders ~~intends~~or tountil ~~file~~their asrespective ansuccessors ~~exhibit~~are toduly ~~its~~elected ~~next~~or ~~applicable~~appointed ~~periodic~~and ~~report~~qualified ~~under~~or ~~the~~until ~~Securities Exchange~~their ~~Act~~earlier ~~of 1934~~resignation, removal, asincapacity ~~amended~~or death.

Item 9.01 Exhibits

Director Nominee	For		Against		Abstain		Broker Non-Votes
Timothy Oberweger		916,800		34,614		3,588		1,215,006
Shawn Orser		623,240		289,569		42,193		1,215,006

Exhibit Number		Description
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document).

The proposal was approved.

2. The ratification of the appointment of CohnReznick LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025. There were no broker non-votes on this proposal.

For				Against				Abstain				Broker Non-Votes
	22,930,963				78,724				6,651				—

The proposal was approved.

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: ~~June~~September 3016, 2025

	BELPOINTE PREP, LLC

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

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