Belpointe PREP, LLC: $5,114,904 repayment ends convertible note

What happened Belpointe PREP, LLC filed an 8-K reporting that on Oct 22, 2026, 100 Tokeneke Road, LLC prepaid the BPOZ Tokeneke Loan in full by paying BPOZ 100 Tokeneke Holding, LLC $5,114,904.11. The loan had been made on Mar 3, 2026 in the principal amount of $5,000,000, bore interest at 3.6% per annum, was due Mar 3, 2028, and was evidenced by a convertible promissory note (the BPOZ Tokeneke Note). Upon the prepayment, the BPOZ Tokeneke Note was satisfied in full and terminated, and no portion of the note had been converted prior to the prepayment.

Key details

• Principal amount of the BPOZ Tokeneke Loan: $5,000,000; accrued interest paid at prepayment: $114,904.11; total prepayment: $5,114,904.11.
• Conversion price under the BPOZ Tokeneke Note: $14.50 per Class A unit of Tokeneke Partners.
• A related party, Belpointe Tokeneke Investment, LLC, funded the prepayment through a capital contribution of $5,114,918.50 to Tokeneke Partners in exchange for 352,753 Class A units at $14.50 per unit; approximately 71% of Tokeneke Partners outstanding units are held by that related party following the issuance.
• The prepayment and related transactions were reviewed and approved by the conflicts committee and the disinterested members of the company’s board; the company remains party to a Jan 6, 2026 letter agreement with put and call rights that was not affected by the prepayment.

Why it may matter This filing reports Item 1.02: termination of a material definitive agreement, describing the full prepayment and termination of the Mar 3, 2026 convertible promissory note. This filing does not show why the insider traded or why the company acted.