Belpointe PREP, LLC 8-K/A

What Happened

• Belpointe PREP, LLC reported (in an 8-K filed March 10, 2026) that its indirect subsidiary BPOZ 100 Tokeneke Holding, LLC made a $5,000,000 loan to 100 Tokeneke Road, LLC on March 3, 2026. The loan is evidenced by a convertible promissory note, bears interest at 3.6% per year, and matures on March 3, 2028. Proceeds were used to help 100 Tokeneke Road purchase real property at 100 Tokeneke Road, Darien, Connecticut.
• Concurrently, a related-party entity, Belpointe Tokeneke Investment, LLC (indirectly owned by an entity in which certain immediate family members of Belpointe’s CEO hold a passive interest), made a $3,250,000 convertible loan to 100 Tokeneke Road with the same 3.6% interest and March 3, 2028 maturity.

Key Details

• BPOZ Tokeneke Loan: $5,000,000 principal; interest 3.6% p.a.; maturity March 3, 2028; convertible into Class A units of Tokeneke Partners at $14.50 per unit (subject to adjustment).
• Related Party Loan: $3,250,000 principal; same interest and maturity; $625,000 of principal was mandatorily converted into Class A units, making the related party a 50% beneficial owner of Tokeneke Partners.
• Conversions: Remaining principal on both notes is convertible (in the lenders’ discretion) into Class A units of Tokeneke Partners based on the $14.50 conversion price.
• Corporate governance: The Conflicts Committee of Belpointe’s Board reviewed and approved the loans in accordance with the company’s related‑party policies and NYSE American rules.

Why It Matters

• These loans directly funded the acquisition of a specific real estate asset (100 Tokeneke Road, Darien, CT), increasing Belpointe’s exposure to that property through its subsidiary lending and potential equity conversion.
• The related-party conversion giving that investor 50% of Tokeneke Partners is material for ownership and control of the holding company that directly owns the property.
• Key financial terms investors should note: $8.25M total advanced ($5.0M company-linked, $3.25M related party), 3.6% interest, convertible feature at $14.50/unit, and maturity in March 2028.