UNITED STATES

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 of Report (Date of earliest event reported): September 1615, 2025 (September 1219, 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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On September 1215, 2025, ~~Belpointe~~900 ~~PREP~~Eighth, ~~LLC~~LP, a Tennessee limited partnership (the “~~Company~~Seller”), ~~held~~and ~~its~~indirect ~~annual~~majority-owned ~~meeting~~ subsidiary of ~~unitholders~~the Belpointe PREP, LLC (~~the~~together with its subsidiaries, “~~Annual Meeting~~we”). As“us” of“our” ~~June~~or ~~16,~~the ~~2025~~“Company”), entered ~~the~~into ~~record~~an ~~date~~Agreement for ~~the~~Purchase ~~Annual~~and ~~Meeting,~~Sale of Property (the ~~Company~~“Purchase ~~had~~and ~~3,698,562~~Sale ~~Class~~Agreement”) Awith ~~units,~~WP ~~100,000~~South ~~Class~~Acquisitions, BL.L.C., ~~units~~a ~~and~~Georgia ~~one~~limited ~~Class~~liability Mcompany ~~unit~~(the ~~outstanding.~~“Buyer”), ~~Holders~~for of the ~~Company’s~~sale ~~Class~~of Aour ~~units~~approximately ~~and~~3.2-acre ~~Class~~land Bassemblage ~~units~~located at ~~were~~900 ~~entitled~~8th toAvenue ~~one~~South, ~~vote~~Nashville, ~~per unit~~Tennessee, ontogether with all ~~matters~~improvements ~~submitted~~thereon ~~for~~and ~~approval~~rights ofto ~~the~~intangible ~~unitholders~~personal atproperty ~~the~~related thereto ~~Annual~~(collectively, ~~Meeting.~~“900 ~~The~~8th ~~holder~~Avenue ofSouth”), ~~the~~for ~~Company’s~~an ~~Class~~aggregate Mpurchase ~~unit~~price ~~was entitled~~of $19.3 million, subject to ~~that~~adjustment for any additional number of ~~votes~~units ~~equal~~that ~~ten~~the ~~times~~Buyer ~~the~~is ~~aggregate~~permitted ~~number~~and ofintends ~~Class~~to Aconstruct ~~units~~in ~~and~~excess ~~Class~~of Bthe ~~units~~minimum ~~outstanding~~number onof ~~those~~units ~~matters~~set forth ~~which~~in the ~~Class~~Purchase Mand ~~unit~~Sale ~~is entitled to vote~~Agreement.

AtUnder the ~~Annual~~terms ~~Meeting,~~and ~~the~~conditions ~~holders~~ of the ~~Company’s~~Purchase ~~Class A~~ and ~~Class~~Sale BAgreement, ~~units~~August ~~voted~~26, ~~together~~2025 aswill abe ~~single~~the ~~class~~contract ondate ~~proposals~~(the to“Contract ~~elect~~Date”), ~~two~~the ~~Class~~entitlement Idate ~~directors~~will ~~and~~fall to120 ~~ratify~~days after the ~~appointment~~Contract ofDate, ~~the~~subject ~~Company’s~~to ~~independent~~one ~~registered~~30-day ~~public~~discretionary ~~accounting~~extension ~~firm,~~by ~~each~~the ofBuyer (the “Entitlement ~~proposals~~Date”), isthe ~~described~~inspection indate ~~greater~~will ~~detail~~fall in30 ~~the~~days ~~Company’s~~after ~~definitive~~the ~~proxy~~Entitlement ~~statement~~Date on(the ~~Schedule~~“Inspection ~~14A~~Date”) ~~filed~~and, ~~with~~subject to the remaining ~~U.S.~~customary ~~Securities~~ terms and ~~Exchange~~conditions ~~Commission~~set onforth ~~July~~in ~~28,~~the ~~2025.~~Purchase ~~The~~and ~~holder~~Sale ofAgreement, the ~~Company’s~~anticipated ~~Class~~closing Mof ~~unit~~the ~~was~~sale ~~not~~of ~~entitled~~the toProperty (the ~~vote~~“Closing”) ~~with~~will ~~respect~~take toplace on the ~~election~~ earlier of 180 days following the ~~Class~~Inspection IDate ~~directors.~~or ~~Unitholders~~any ~~approved~~other ~~each~~closing ofdate (the ~~proposals~~“Closing Date”) ~~presented~~chosen ~~for~~by athe ~~vote.~~Buyer ~~The~~upon ~~tables~~seven ~~below~~days ~~set~~prior ~~forth~~written notice to the ~~number of~~Seller, ~~votes~~such ~~cast~~Closing ~~for~~Date ~~and~~subject ~~against~~to orthree ~~withheld,~~additional ~~and~~30-day discretionary extensions by the ~~number~~Buyer. ofThe ~~abstentions~~Purchase orand ~~broker~~Sale ~~non-votes,~~Agreement ~~for~~is ~~each~~also ~~matter~~subject ~~voted~~to ~~upon~~certain bycustomary ~~the~~representations, ~~Company’s~~warranties ~~unitholders~~and conditions to closing.

1.Within ~~The~~five ~~individuals~~business ~~below~~days ~~were~~of ~~elected~~the atContract Date the ~~Annual~~Buyer ~~Meeting~~posted toa ~~serve~~$150,000 asearnest ~~Class~~money Ideposit ~~directors~~with ofan escrow agent (the ~~Company~~“Earnest ~~until~~Money”), which ~~the~~Earnest ~~2028~~Money ~~annual~~is, ~~meeting~~and ~~of the~~any ~~unitholders~~deposits orfor ~~until~~extension ~~their~~by ~~respective~~the ~~successors~~Buyer are, ~~duly~~non-refundable ~~elected~~after orthe ~~appointed~~Inspection ~~and~~Date, ~~qualified~~except oras ~~until~~otherwise provided ~~their~~in ~~earlier~~the ~~resignation, removal,~~Purchase ~~incapacity~~and orSale ~~death~~Agreement.

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

The foregoing description of the Purchase and Sale Agreement, is a summary, does not purport to be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement, a copy of which we expect to file as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

~~The~~Forward-Looking ~~proposal was approved.~~Statements

2.This ~~The~~Current ~~ratification~~Report on Form 8-K (this “Form 8-K”) contains “forward-looking statements” within the meaning of Section 27A of the ~~appointment~~Securities Act of ~~CohnReznick~~1933, ~~LLP~~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 limited liability company (together with its subsidiaries, “we,” “us,” “our” or the “Company’s”) ~~independent~~and ~~registered~~which ~~public~~are ~~accounting~~intended to ~~firm~~qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. The ~~fiscal~~words ~~year~~“anticipate,” ~~ended~~“believe,” ~~December~~“estimate,” 31“expect,” ~~2025~~“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. ~~There~~All ~~were~~statements noother ~~broker~~than ~~non~~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 forward-~~votes~~looking statements. Additionally, forward 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 ~~proposal~~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. We further expressly disclaim any written or oral statements made by a third party regarding the subject matter of this Form 8-K.

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: September 1619, 2025

	BELPOINTE PREP, LLC

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

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