Belpointe PREP, LLC
For the period ended Dec 31, 2025. Filed Mar 20, 2026.
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FY2025 · Filed Mar 20, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Form 10-K:
(1) Consolidated financial statements: See Item 8. Financial Statements and Supplementary Data.
(2) Financial statement schedules: Schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable and therefore have been omitted.
(3) Exhibits: The following exhibits are filed with this Form 10-K:
| Exhibit · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number | Description | Form | File Number | Exhibit | Filing Date |
| 2.1 | Agreement and Plan of Merger, dated as of April 21, 2021, by and among Belpointe PREP, LLC, BREIT Merger, LLC and Belpointe REIT, Inc. | S-11 | 333-255424 | 2.1 | April 22, 2021 |
| 3.1 | Certificate of Formation. | S-11 | 333-255424 | 3.1 | April 22, 2021 |
| 3.2 | Amended and Restated Limited Liability Company Operating Agreement. | S-11 | 333-255424 | 3.2 | April 22, 2021 |
| 4.1 | Form of Subscription Agreement (included in Appendix B). | S-11 | 333-271262 | 4.1 | April 22, 2021 |
| 4.2* | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 | ||||
| 10.1 | Management Agreement by and among Belpointe PREP, LLC, Belpointe PREP OC, LLC, Belpointe PREP TN OC, LLC, Belpointe PREP Manager, LLC and Belpointe LLC. | S-11 | 333-255424 | 10.1 | April 22, 2021 |
| 10.2 | Form of Amended and Restated Services and Cost Sharing Agreement. | 10-Q | 001-40911 | 10.1 | November 14, 2025 |
| 10.3 | Form of Indemnification Agreement. | 10-Q | 001-40911 | 10.2 | November 14, 2025 |
| 10.4† | Agreement for Purchase and Sale, dated as of September 15, 2025, by and between 900 Eighth, LP and WP South Acquisitions, L.L.C. | 10-Q | 001-40911 | 10.3 | November 14, 2025 |
| 10.5† | Letter Agreement, dated January 6, 2026 | 8-K | 001-40911 | 10.1 | January 12, 2026 |
| 19.1* | Insider Trading Policy | ||||
| 21* | Subsidiaries of Registrant. | ||||
| 23* | Consent of Citrin Cooperman & Company, LLP | ||||
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1* | Belpointe PREP, LLC Clawback Policy. | ||||
| 101.INS | Inline XBRL Instance Document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
| * | Filed herewith. |
|---|---|
| † | Certain confidential portions of this Exhibit have been omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. |
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