Belpointe PREP, LLC

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”) filed with the U.S. Securities and Exchange Commission on March 31, 2025, a copy of which may be accessed here. As discussed in the section entitled “Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below, identified in the section entitled “Forward-Looking Statements,” and those discussed in the section entitled “Risk Factors” included our Annual Report.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”) filed with the U.S. Securities and Exchange Commission on March 20, 2026, a copy of which may be accessed here. As discussed in the section entitled “Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below, identified in the section entitled “Forward-Looking Statements,” and those discussed in the section entitled “Risk Factors” included in our Annual Report.

Previous wording

We are the only publicly traded qualified opportunity fund listed on a national securities exchange. We are a Delaware limited liability company formed on January 24, 2020, and a partnership for U.S. federal income tax purposes. We qualified as a qualified opportunity fund beginning with our taxable year ended December 31, 2020. Because we are a qualified opportunity fund certain of our investors are eligible for favorable capital gains tax treatment on their investments.

Current wording

We are the only publicly traded qualified opportunity fund listed on a national securities exchange. We are a Delaware limited liability company formed on January 24, 2020, and a partnership for U.S. federal income tax purposes. We are focused on identifying, acquiring, developing or redeveloping and managing commercial and mixed-use real estate located within qualified opportunity zones. At least 90% of our assets consist of qualified opportunity zone property. We qualified as a qualified opportunity fund beginning with our taxable year ended December 31, 2020. Because we are a qualified opportunity fund certain of our investors are eligible for favorable capital gains tax treatment on their investments.

Previous wording

At least 90% of our assets consist of qualified opportunity zone property, and all of our assets are and will continue to be held by, and all of our operations are and will continue to be conducted through, one or more of our Operating Companies, either directly or indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager, LLC (our “Manager”), which is an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”). Subject to the oversight of our board of directors (our “Board”), our Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf.

Current wording

All of our assets are and will continue to be held by, and all of our operations are and will continue to be conducted through, one or more of our Operating Companies, either directly or indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager, LLC (our “Manager”), which is an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”).

Previous wording

For the three and nine months ended September 30, 2025, we have sold aggregate gross proceeds of $4,380,590 and $8,403,711, respectively, of Class A units in connection with our Follow-on Offering. Together with the gross proceeds raised in our primary offering, which expired in 2024 (our “Primary Offering,” and together with our Follow-on Offering, our “Public Offerings”), and the gross proceeds raised in Belpointe REIT’s prior offerings, as of September 30, 2025, we have raised aggregate gross offering proceeds of $365.7 million.

Current wording

For the three months ended March 31, 2026, we have sold aggregate gross proceeds of $3,210,218 of Class A units in connection with our Follow-on Offering. Together with the gross proceeds raised in our primary offering, which expired in 2024 (our “Primary Offering,” and together with our Follow-on Offering, our “Public Offerings”), and the gross proceeds raised in Belpointe REIT’s prior offerings, as of March 31, 2026, we have raised aggregate gross offering proceeds of $371.8 million.

Previous wording

The purchase price for Class A units in our Follow-on Offering is the lesser of (i) the net asset value (“NAV”) of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American (the “NYSE”) during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading and trading in our Class A units occurred. Our Manager calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public announcement. On August 29, 2025, we announced that our NAV as of June 30, 2025 was equal to $116.74 per Class A unit.

Current wording

The purchase price for Class A units in our Follow-on Offering is the lesser of (i) the net asset value (“NAV”) of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American (the “NYSE”) during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading and trading in our Class A units occurred. Our Manager calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public announcement. On March 4, 2026, we announced that our NAV as of December 31, 2025 was equal to $116.17 per Class A unit.

Previous wording

Market conditions for commercial and mixed-use properties in the geographic regions in which we operate have generally remained consistent over the past several quarters. However, future economic conditions and demand for commercial and mixed-use properties are, and the real estate industry in general is, subject to ongoing uncertainty as a result of a number of factors, including, among others, the rate of rent growth, rate of new construction, rate of absorption, the rate of unemployment, reductions in or cancellations of government programs and spending, fluctuating interest rates, higher rates of inflation, potentially higher costs associated with the development of our projects, the availability of credit, financial market volatility, uncertainty around the timing, magnitude and impact of tariffs and general political and economic uncertainty, increasing energy costs, supply chain disruptions and labor shortages. The potential effect of these and other factors and the projected impact of these and other events on our business, results of operations and financial performance, presents material uncertainty and risk with respect to our future performance and financial results, including the potential to negatively impact our costs of operations, our financing arrangements, the value of our investments, and the laws, regulations and governmental and regulatory policies applicable to us. As a result, our past performance may not be indicative of future results.

Current wording

Despite expectations of U.S. falling into recession, market conditions for multi-family and mixed-use properties in the geographic regions in which we operate have generally remained consistent over the past several quarters. Future economic conditions and demand for multifamily and mixed-use rental properties are, and the real estate industry in general is, subject to uncertainty as a result of a number of factors, including, among others, the rate of rent growth, rate of new construction, rate of absorption, the rate of unemployment, the impact on regional labor markets as a result of changes in immigration policies, increasing energy costs, increasing interest rates, higher rates of inflation, changes in the availability and price of insurance coverage, the availability of credit and changes with respect to borrowing costs, financial market volatility, general economic uncertainty, and other market conditions beyond our control, including impacts and uncertainties from political unrest, changes to trade policies, trade disputes and tariffs, recent military actions in Iran and the Middle East, changes in federal income tax laws resulting from the recent enactment of the One Big Beautiful Bill Act of 2025, and the forthcoming related administrative guidance and regulations, as well as other recent and prospective legislation and regulation, including landlord-tenant laws in the markets in which we operate. The potential effect of these and other factors and the projected impact of these and other events on our business, results of operations and financial performance, presents material uncertainty and risk with respect to our future performance and financial results, including the potential to negatively impact our costs of operations, our financing arrangements, the value of our investments, and the laws, regulations and governmental and regulatory policies applicable to us. As a result, our past performance may not be indicative of future results.

Previous wording

Aster & Links features an extensive suite of resident amenities, including a clubroom, fitness center, center courtyard with a heated saltwater pool and rooftop amenities such as a community room, a private dining area for events, and outdoor grills and seating. Each building contains its own leasing office to support new residents. As of October 31, 2025, Aster & Links was greater than 55% leased.

Current wording

Aster & Links features an extensive suite of resident amenities, including a clubroom, fitness center, center courtyards with heated saltwater pools and rooftop amenities such as a community room, a private dining area for events, and outdoor grills and seating. Each building contains its own leasing office to support new residents. As of May 4, 2026, Aster & Links was greater than 71% leased.

Previous wording

On September 29, 2025, we, through our indirect majority-owned subsidiaries, BPOZ 1991 Main, LLC, a Delaware limited liability company (“BPOZ 1991 Main”), and BP Mezz 1991 Main, LLC, a Delaware limited liability company and holding company for BPOZ 1991 Main (“BP Mezz 1991 Main” and, together with BPOZ 1991 Main, the “Aster & Links Borrowers”), entered into a variable-rate mortgage loan agreement (the “Aster & Links Mortgage Loan Agreement”) and variable-rate mezzanine loan agreement (the “Aster & Links Mezzanine Loan Agreement” and, together with the Aster & Links Mortgage Loan Agreement, and all other agreements and instruments executed by the Aster & Links Borrowers or the Company in connection therewith, the “Aster & Links Loan Agreements”) with SM Finance III LLC, a Delaware limited liability company (the “SMF”), for up to approximately $204.1 million in aggregate principal amount (the “Aster & Links Loans” or “Aster & Links Refinance Transactions”), of which a total of approximately $172.8 million was advanced at the closing (the “Initial Advance”). The Aster & Links Loans bear interest at a fluctuating rate based on: (i) one-month term Secured Overnight Financing Rate (“SOFR”), subject to a 3.25% floor, plus (ii) a blended rate of 2.55%, require interest-only monthly payments during their term, and initially mature on October 11, 2027, with two one-year extensions exercisable at the Aster & Links Borrowers’ election, but subject to SMF’s approval based on certain terms and conditions set forth in the Aster & Links Loan Agreements.

Current wording

On September 29, 2025, we, through our indirect majority-owned subsidiaries, BPOZ 1991 Main, LLC (“BPOZ 1991 Main”), and BP Mezz 1991 Main, LLC, the holding company for BPOZ 1991 Main (“BP Mezz 1991 Main” and, together with BPOZ 1991 Main, the “Aster & Links Borrowers”), entered into a variable-rate mortgage loan agreement (the “Aster & Links Mortgage Loan Agreement”) and variable-rate mezzanine loan agreement (the “Aster & Links Mezzanine Loan Agreement” and, together with the Aster & Links Mortgage Loan Agreement, and all other agreements and instruments executed by the Aster & Links Borrowers or the Company in connection therewith, the “Aster & Links Loan Agreements”) with SM Finance III LLC (the “SMF”), for up to approximately $204.1 million in aggregate principal amount (the “Aster & Links Loans” or “Aster & Links Refinance Transactions”), of which a total of approximately $172.8 million was advanced at the closing (the “Initial Advance”). The Aster & Links Loans bear interest at a fluctuating rate based on: (i) one-month term Secured Overnight Financing Rate (“SOFR”), subject to a 3.25% floor, plus (ii) a blended rate of 2.55%, require interest-only monthly payments during their term, and initially mature on October 11, 2027, with two one-year extensions exercisable at the Aster & Links Borrowers’ election, but subject to SMF’s approval based on certain terms and conditions set forth in the Aster & Links Loan Agreements.

Previous wording

During the year ended December 31, 2022, our indirect wholly-owned subsidiary entered into a construction management agreement for the development of Aster & Links (the “1991 Main CMA”). The 1991 Main CMA contains terms and conditions that are customary for a project of this type and is subject to a guaranteed maximum price (a “GMP”). We currently anticipate that the funding for construction and soft costs associated with the development will be a minimum of $180.2 million, inclusive of the GMP, and are building to an estimated unlevered yield of greater than 6%.

Current wording

During the year ended December 31, 2022, our indirect wholly-owned subsidiary entered into a construction management agreement for the development of Aster & Links (the “1991 Main CMA”). The 1991 Main CMA contains terms and conditions that are customary for a project of this type and is subject to a guaranteed maximum price (a “GMP”). The funding for construction associated with the development will be a minimum of $180.2 million, inclusive of the GMP, and are building to an estimated unlevered yield of greater than 6%.

Previous wording

1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”) – 1000 First Avenue North, St. Petersburg, Florida (“1000 First” or “VIV”) consists of several parcels, totaling approximately 1.6-acres, which we acquired for an aggregate purchase price of $12.1 million, inclusive of transaction costs. As of September 30, 2025, construction was approximately 97.7% complete. Leasing commenced in October 2025, and the first residential move-ins are scheduled to occur in November 2025. As of October 31, 2025, VIV was approximately 10% leased.

Current wording

1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”) – 1000 First Avenue North, St. Petersburg, Florida (“1000 First” or “VIV”) consists of approximately 1.6-acres which we acquired for an aggregate purchase price of $12.1 million inclusive of transaction costs. During the year ended December 31, 2025, we substantially completed construction at VIV. Leasing commenced in October 2025, and the first residential move-ins occurred in November 2025. As of May 4, 2026, VIV was greater than 53% leased.

Previous wording

St. Petersburg placed 46th on Niche’s 2025 Best Cities to Live in America list, earning an Overall Niche Grade of “A.” St. Petersburg is the 5th largest city in Florida and the 86th largest city in the United States and an annual population growth rate of approximately 0.6% in 2024. Downtown St. Petersburg is one of the fastest growing neighborhoods in the Tampa-St. Petersburg-Clearwater metropolitan statistical area (“MSA”) and has experienced increased demand in recent years because of proximity to the water, sporting events, shopping, bars and restaurants in the neighborhood. The Tampa-St. Petersburg-Clearwater MSA is home to more than 19 corporate headquarters, 13 of which are on the 2024 edition of the Inc. 5000 (listing the fastest-growing private companies in America). The St. Petersburg area also includes a branch of St. Petersburg College and the University of South Florida St. Petersburg and is home to two professional sports teams, the Tampa Bay Rays (Major League Baseball) and the Tampa Bay Rowdies (United Soccer League Championship).

Current wording

St. Petersburg placed 51st on Niche’s 2026 Best Cities to Live in America list, earning an Overall Niche Grade of “A.” St. Petersburg is the 5th largest city in Florida and the 89th largest city in the United States and an annual population growth rate of approximately 0.73% as of March 2026. Downtown St. Petersburg is one of the fastest growing neighborhoods in the Tampa-St. Petersburg-Clearwater metropolitan statistical area (“MSA”) and has experienced increased demand in recent years because of proximity to the water, sporting events, shopping, bars and restaurants in the neighborhood. The Tampa-St. Petersburg-Clearwater MSA is home to more than 19 corporate headquarters, seven of which are on the 2025 edition of the Inc. 1000 (listing the fastest-growing private companies in America). The St. Petersburg area also includes a branch of St. Petersburg College and the University of South Florida St. Petersburg and is home to two professional sports teams, the Tampa Bay Rays (Major League Baseball) and the Tampa Bay Rowdies (United Soccer League Championship).

Previous wording

In April 2023, our indirect majority-owned subsidiary entered into a construction management agreement in connection with the development of VIV (the “1000 First CMA”). The 1000 First CMA contains terms and conditions that are customary for a project of this type and will be subject to a GMP of $141.1 million.

Current wording

In April 2023, our indirect majority-owned subsidiary entered into a construction management agreement in connection with the development of VIV (the “1000 First CMA”). The 1000 First CMA contains terms and conditions that are customary for a project of this type and will be subject to a GMP of $141.6 million.

Previous wording

On June 28, 2024, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement (the “1000 First Construction Loan Agreement”) for up to $104.0 million in principal amount (the “1000 First Construction Loan”) with various lenders, which is secured by VIV. Advances under the 1000 First Construction Loan bear interest at a per annum rate equal to the one-month term SOFR plus 3.80%, subject to a minimum all-in per annum rate of 7.55% and may be used to fund the development of VIV. The 1000 First Construction Loan has an initial maturity date of June 28, 2027 and contains two one-year extension options, subject to certain restrictions. As of September 30, 2025, we have drawn down $73.9 million on the 1000 First Construction Loan. In addition, we have entered into a series of guaranty agreements which require, among other things, that we maintain certain net worth and liquid asset standards during the term of the 1000 First Construction Loan. The 1000 First Construction Loan is prepayable in whole or in part at any time with not less than 45 days’ notice. Full prepayment is subject to an interest rate make-whole amount, if any, calculated as of the prepayment date.

Current wording

On June 28, 2024, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement (the “1000 First Construction Loan Agreement”) for up to $104.0 million in principal amount (the “1000 First Construction Loan”) with various lenders, which is secured by VIV. Advances under the 1000 First Construction Loan bear interest at a per annum rate equal to the one-month term SOFR plus 3.80%, subject to a minimum all-in per annum rate of 7.55% and may be used to fund the development of VIV. The 1000 First Construction Loan has an initial maturity date of June 28, 2027 and contains two one-year extension options, subject to certain restrictions. As of March 31, 2026, we have drawn down $93.3 million on the 1000 First Construction Loan. In addition, we have entered into a series of guaranty agreements which require, among other things, that we maintain certain net worth and liquid asset standards during the term of the 1000 First Construction Loan. The 1000 First Construction Loan is prepayable in whole or in part at any time with not less than 45 days’ notice. Full prepayment is subject to an interest rate make-whole amount, if any, calculated as of the prepayment date.

Previous wording

901-909 Central Avenue North – St. Petersburg, Florida – 901-909 Central Avenue North (“901-909 Central Avenue”) is a 0.13-acre site consisting of a single-story 5,328 gross square foot retail/office building comprised of 4 units located in St. Petersburg, Florida, which we acquired for an aggregate purchase price of $2.6 million, inclusive of transaction costs.

Current wording

901-909 Central Avenue North – St. Petersburg, Florida – 901-909 Central Avenue North (“901-909 Central Avenue”) is a 0.13-acre site consisting of a single-story 5,328 gross square foot retail/office building comprised of 4 units located in St. Petersburg, Florida, which we acquired for an aggregate purchase price of $2.6 million, inclusive of transaction costs. As of May 7, 2026, 901-909 Central Avenue was approximately 85% leased.

Previous wording

1700 Main Street – Sarasota, Florida – 1700 Main Street (“1700 Main”) is a 1.3-acre site, consisting of a former gas station, a three-story office building with parking lot and a two-story retail building, which we acquired for an aggregate purchase price of $6.9 million, inclusive of transaction costs. We currently anticipate that 1700 Main will be redeveloped into an approximate 187-apartment home community consisting of one-bedroom, two-bedroom and three-bedroom units, with approximately 6,000 square feet of retail space located on the first two levels. We anticipate that 1700 Main will consist of a 10-story podium style building with a 3-story, 330-space garage and 7 stories of apartments above, including a clubroom, fitness center and courtyard with a swimming pool, as well as a leasing office.

Current wording

1700 Main Street – Sarasota, Florida – 1700 Main Street (“1700 Main”) is a 1.3-acre site, consisting of a former gas station, a three-story office building with parking lot and a two-story retail building, which we acquired for an aggregate purchase price of $6.9 million, inclusive of transaction costs. We currently anticipate that 1700 Main will be redeveloped into an approximate 150-apartment home community consisting of one-bedroom, two-bedroom and three-bedroom units, with approximately 6,000 square feet of retail space located on the first two levels. We anticipate that 1700 Main will consist of a 10-story podium style building with a 3-story, 330-space garage and 7 stories of apartments above, including a clubroom, fitness center and courtyard with a swimming pool, as well as a leasing office.

Previous wording

497-501 Middle and Cedar Swamp Road are located less than a mile from the main college campus at the University of Connecticut (“UConn”) in Storrs, Connecticut (“Storrs”), approximately 30 minutes from Hartford, Connecticut, and 90 minutes from Boston, Massachusetts. UConn ranked 32nd among “Top Public Schools” nationally in the 2025 U.S. New & World Report (“U.S. News”) collegiate rankings, and, based on a fact sheet published by UConn, over 20,056 undergraduate students attended college at the Storrs campus in Fall 2024, with more than a third of a students living off campus.

Current wording

497-501 Middle and Cedar Swamp Road are located less than a mile from the main college campus at the University of Connecticut (“UConn”) in Storrs, Connecticut (“Storrs”), approximately 30 minutes from Hartford, Connecticut, and 90 minutes from Boston, Massachusetts. UConn ranked 32nd among “Top Public Schools” nationally in the 2025 U.S. News & World Report (“U.S. News”) collegiate rankings, and, based on a fact sheet published by UConn, over 20,056 undergraduate students attended college at the Storrs campus in Fall 2024, with more than a third of those students living off campus.

Previous wording

On June 26, 2024, we, through our indirect majority-owned subsidiary, 900 Eighth, LP, a Tennessee limited liability company (“900 Eighth”), entered into a fixed-rate loan for $10.0 million in principal amount with KHRE SMA Funding, LLC, which is secured by 900 8th Avenue South (the “900 8th Land Loan”). The 900 8th Land Loan bears interest at a rate of 9.50% per annum. In June 2025, we exercised the first six-month extension option on the 900 8th Land Loan, extending the maturity to January 2, 2026. One additional six-month extension option remains available, subject to certain conditions.

Current wording

On June 26, 2024, we, through our indirect majority-owned subsidiary, 900 Eighth, LP (“900 Eighth”), entered into a fixed-rate loan for $10.0 million in principal amount with KHRE SMA Funding, LLC, which is secured by 900 8th Avenue South (the “900 8th Land Loan”). The 900 8th Land Loan bears interest at a rate of 9.50% per annum. In 2025, we exercised all extension options on the 900 8th Land Loan, extending the maturity to July 2026.

Previous wording

On September 15, 2025, 900 Eighth entered into an Agreement for Purchase and Sale of Property (the “900 8th Purchase and Sale Agreement”) with WP South Acquisitions, L.L.C., a Georgia limited liability company (“WP South”), for the sale of 900 8th Avenue South, together with all improvements thereon and rights to intangible personal property related thereto, for an aggregate purchase price of $19.3 million, subject to adjustment for any additional number of units that WP South is permitted and intends to construct in excess of the minimum number of units set forth in the 900 8th Purchase and Sale Agreement.

Current wording

On September 15, 2025, 900 Eighth entered into an Agreement for Purchase and Sale of Property, as amended on January 12, 2026 and April 9, 2026 (collectively the “Amended 900 8th Purchase and Sale Agreement”) with WP South Acquisitions, L.L.C. (“WP South”), for the sale of 900 8th Avenue South, together with all improvements thereon and rights to intangible personal property related thereto, for an aggregate purchase price of $19.3 million, subject to adjustment for any additional number of units that WP South is permitted and intends to construct in excess of the minimum number of units set forth in the 900 8th Purchase and Sale Agreement.

Previous wording

Under the terms and conditions of the 900 8th Purchase and Sale Agreement, the entitlement date will fall on January 13, 2026, subject to one 30-day discretionary extension by WP South (the “Entitlement Date”), the inspection date will fall 30 days after the Entitlement Date (the “Inspection Date”) and, subject to the remaining customary terms and conditions set forth in the 900 8th Purchase and Sale Agreement, the anticipated closing of the sale will take place on the earlier of 180 days following the Inspection Date or any other closing date (the “Closing Date”) chosen by WP South upon seven days prior written notice to 900 Eighth, with such Closing Date subject to three discretionary 30-day extensions by WP South. The 900 8th Purchase and Sale Agreement is also subject to certain customary representations, warranties and closing conditions.

Current wording

Under the terms and conditions of the 900 8th Purchase and Sale Agreement, the entitlements date will fall on May 11, 2026 (the “Entitlements Date”), the inspection date will fall 30 days after the Entitlements Date (the “Inspection Date”) and, subject to the remaining customary terms and conditions set forth in the Amended 900 8th Purchase and Sale Agreement, the anticipated closing of the sale will take place on the earlier of 180 days following the Inspection Date or any other closing date (the “Closing Date”) chosen by WP South upon seven days prior written notice to 900 Eighth, with such Closing Date subject to three discretionary 30-day extensions by WP South. The Amended 900 8th Purchase and Sale Agreement is also subject to certain customary representations, warranties and closing conditions.

Previous wording

WP South has posted a $150,000 earnest money deposit with an escrow agent (the “Earnest Money”), which Earnest Money is, and any deposits for extension by WP South are, non-refundable after the Inspection Date, except as otherwise provided in the 900 8th Purchase and Sale Agreement.

Current wording

WP South has posted a $200,000 earnest money deposit with an escrow agent (the “Earnest Money”), which Earnest Money is, and any deposits for extension by WP South are, non-refundable after the Inspection Date, except as otherwise provided in the Amended 900 8th Purchase and Sale Agreement.

Previous wording

1130 Davidson Street – Nashville, Tennessee – 1130 Davidson Street (“1130 Davidson Street”) is an approximately 1.7-acre site consisting of a single-story, 10,000 square foot retail building and associated parking lot, which we acquired for an aggregate purchase price of $2.1 million, inclusive of transaction costs. In September 2023, the parcel was successfully rezoned to accommodate medium to high density multi-family residential and a mix of other commercial uses including hotel, office, retail and restaurant.

Current wording

690/1106 Davidson Street – 1130 Davidson Street – 1400 Davidson Street – Nashville, Tennessee – Since their original acquisition each of 690/1106 Davidson Street—an approximately 8.0-acre site, consisting of two industrial buildings and associated parking, which we acquired for an aggregate purchase price of $21.0 million, inclusive of transaction costs—1130 Davidson Street—an approximately 1.7-acre site consisting of a single-story, 10,000 square foot retail building and associated parking lot, which we acquired for an aggregate purchase price of $2.1 million, inclusive of transaction costs—and 1400 Davidson Street—an approximately 5.9-acre site consisting of an industrial building, which we acquired for an aggregate purchase price of $16.4 million, inclusive of transaction costs—(collectively, the “Davidson Properties”) have been successfully rezoned from industrial and moderate mixed-use to high density multi-family residential and a mix of other commercial uses, significantly enhancing the development potential and value of each of the properties.

Previous wording

Our Chief Executive Officer is our chief operating decision maker (“CODM”), and our CODM reviews our financial information on a segment basis for purposes of allocating resources, making decisions and assessing financial performance.

Current wording

Our Chief Executive Officer is our chief operating decision maker (“CODM”), and our CODM reviews our financial information on a segment basis for purposes of allocating resources, making decisions and assessing financial performance. We are focused on identifying, acquiring, developing or redeveloping and managing real estate assets located within qualified opportunity zones. Our operating segments are based on the way we organize and evaluate our business internally. We currently have two operating and reportable segments, commercial and mixed-use, which are further described in Note 12 – Segment Reporting of our unaudited consolidated financial statements in this Form 10-Q.

Previous wording

During the three months ended September 30, 2025 as compared to the same period in 2024, Commercial Segment NOI decreased by $0.2 million, primarily due to higher real estate taxes and lower base rents resulting from tenant vacancies.

Current wording

During the three months ended March 31, 2026 as compared to the same period in 2025, Commercial Segment NOI decreased by $0.2 million, primarily due to a decrease in base rents as a result of vacancies and an increase in property expenses. The increase in property expenses is primarily attributable to higher real estate taxes, partially offset by lower repairs and maintenance expense.

Previous wording

Pursuant to the terms of a management agreement between us, our Operating Companies and our Manager (the “Management Agreement”), we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75%. The management fee is based on our NAV at the end of each quarter. During the three months ended September 30, 2025 as compared to the same period in 2024, management fees increased by $0.2 million due to an increase in our NAV.

Current wording

Pursuant to the terms of a management agreement between us, our Operating Companies and our Manager (the “Management Agreement”), we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75%. The management fee is based on our NAV at the end of each quarter. During the three months ended March 31, 2026 as compared to the same period in 2025, management fees were relatively flat.

Previous wording

During the three months ended September 30, 2025 and 2024, general and administrative expenses primarily consisted of employee cost sharing expenses (pursuant to our Management Agreement and the employee and cost sharing agreement between us, our Operating Companies, our Manager and our Sponsor (the “Employee and Cost Sharing Agreement”)), marketing expenses, legal, audit, tax and accounting fees. During the three months ended September 30, 2025, as compared to the same period in 2024, general and administrative expenses increased by $0.4 million primarily due to higher legal expenses.

Current wording

During the three months ended March 31, 2026 and 2025, general and administrative expenses primarily consisted of employee cost sharing expenses (pursuant to our Management Agreement and the Amended and Restated Services and Cash Sharing Agreement between us, our Operating Companies, our Manager and our Sponsor (the “Services and Cost Sharing Agreement”)), marketing expenses, legal, audit, tax and accounting fees. During the three months ended March 31, 2026, as compared to the same period in 2025, general and administrative expenses increased by $0.2 million primarily due to increased marketing, and tax preparation fees, partially offset by decreased legal costs.

Previous wording

During the three months ended September 30, 2025 and 2024, interest expense totaled $4.8 million and $3.3 million, respectively, consisting of gross interest expense of $5.0 million and $4.5 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $0.5 million and $0.7 million, respectively, partially offset by capitalized interest and fees of $0.7 million and $1.9 million, respectively. The increase in interest expense during the three months ended September 30, 2025 as compared to the same period in 2024, is primarily due to lower capitalized interest and fees.

Current wording

During the three months ended March 31, 2026 and 2025, interest expense totaled $5.3 million and $4.4 million, respectively, consisting of gross interest expense of $4.6 million and $4.8 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $0.7 million and $0.7 million, respectively, partially offset by capitalized interest and fees of zero and $1.1 million, respectively. The increase in interest expense during the three months ended March 31, 2026 as compared to the same period in 2025, is primarily due the completion of development activities at certain properties and therefore interest is no longer being capitalized.

Previous wording

During the three months ended September 30, 2025 as compared to the same periods in 2024, depreciation and amortization increased by $0.4 million. This increase is primarily attributable to the impact of placing additional fixed assets in service at Aster & Links subsequent to September 30, 2024.

Current wording

During the three months ended March 31, 2026 as compared to the same periods in 2025, depreciation and amortization increased by $1.2 million primarily as a result of VIV, which was substantially completed on September 30, 2025, therefore, the related assets were not yet in service during the prior year period.

Previous wording

Other expense for the three months ended September 30, 2025 and 2024 was primarily comprised of losses in connection with our interest rate caps. Please see “Note 7– Debt, Net” and “Note 9 – Derivative Instruments” in our consolidated financial statements in this Form 10-Q for additional information regarding our interest rate caps.

Current wording

Other income (expense) for the three months ended March 31, 2026 and 2025 primarily consisted of gains and losses in connection with our interest rate caps. Please see “Note 7– Debt, Net” and “Note 9 – Derivative Instruments” in our consolidated financial statements in this Form 10-Q for additional information regarding our interest rate caps.

Previous wording

Economic uncertainty, fluctuating interest rates, volatility in the real estate markets, slowdowns in transaction volume, delays in financings from banks and other lenders and other negative trends may, in the future, adversely impact our ability to timely access potential sources of liquidity. If we are unable to raise additional capital when desired, or on terms that are acceptable to us, our business, financial condition and results of operations could be adversely affected.

Current wording

Economic uncertainty, fluctuating interest rates, unemployment rates, energy prices, trade disputes, tariffs, recent military actions in Iran and the Middle East, immigration, taxes, inflation, volatility in the real estate markets, slowdowns in transaction volume, delays in financings from banks and other lenders and other negative trends may, in the future, adversely impact our ability to timely access potential sources of liquidity. If we are unable to raise additional capital when desired, or on terms that are acceptable to us, our business, financial condition and results of operations could be adversely affected.

Previous wording

Where our Manager and its affiliates, including our Sponsor, have funded, and in the future if they continue to fund, our capital requirements by advancing us offering and operating fees and expenses, we reimburse our Manager and its affiliates, including our Sponsor, pursuant to the terms of our Management Agreement and Employee and Cost Sharing Agreement. Fees payable and expenses reimbursable to our Manager and its affiliates, including our Sponsor, may be paid, at the election of the recipient, in cash, by issuance of our Class A Units at the then-current NAV, or through some combination of the foregoing. There were no Public Offering costs incurred by our Manager and its affiliates during the nine months ended September 30, 2025 and 2024. During the three months ended September 30, 2025 and 2024, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $0.5 million and $0.5 million, respectively, on our behalf. During the nine months ended September 30, 2025 and 2024, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $1.3 million and $1.7 million, respectively, on our behalf. Our Manager and its affiliates, including our Sponsor, have deferred the collection of management fees and the reimbursement of operating fees and expenses, without interest, and may continue to do so in the future, to support our operations and ensure that we maintain sufficient liquidity under the terms of our guaranty agreements. All or any part of deferred fees and expenses may be taken in any period as determined by the Manager.

Current wording

Where our Manager and its affiliates, including our Sponsor, have funded, and in the future if they continue to fund, our capital requirements by advancing us offering and operating fees and expenses, we reimburse our Manager and its affiliates, including our Sponsor, pursuant to the terms of our Management Agreement and Services and Cost Sharing Agreement. Fees payable and expenses reimbursable to our Manager and its affiliates, including our Sponsor, may be paid, at the election of the recipient, in cash, by issuance of our Class A Units at the then-current NAV, or through some combination of the foregoing. There were no Public Offering costs incurred by our Manager and its affiliates during the three months ended March 31, 2026 and 2025. During the three months ended March 31, 2026 and 2025, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $0.5 million and $0.5 million, respectively, on our behalf. Our Manager and its affiliates, including our Sponsor, have deferred the collection of management fees and the reimbursement of operating fees and expenses, without interest, and may continue to do so in the future, to support our operations and ensure that we maintain sufficient liquidity under the terms of our guaranty agreements. All or any part of deferred fees and expenses may be taken in any period as determined by the Manager.

Previous wording

In September 2025, we completed approximately $204.1 million in post-construction Aster & Links Refinance Transactions, the proceeds of which were used to retire existing construction debt and will provide additional liquidity to support lease-up and stabilization. In connection with the Aster & Links Refinance Transactions we also entered into a series of guaranty agreements whereby we have guaranteed payment and performance of certain of the Aster & Links Borrowers’ obligations under the Aster & Links Loan Agreements. The guaranty agreements require, among other things, that we maintain certain net worth and liquid asset standards during the term of the Aster & Links Loans. As of September 30, 2025, we were in compliance with all of the net worth and liquid asset standards. See “—Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans” above and “Note 7– Debt, Net” for a more detailed discussion of the Aster & Links Refinance Transactions.

Current wording

In September 2025, we completed approximately $204.1 million in post-construction Aster & Links Refinance Transactions, the proceeds of which were used to retire existing construction debt and will provide additional liquidity to support lease-up and stabilization. In connection with the Aster & Links Refinance Transactions we also entered into a series of guaranty agreements whereby we have guaranteed payment and performance of certain of the Aster & Links Borrowers’ obligations under the Aster & Links Loan Agreements. The guaranty agreements require, among other things, that we maintain certain net worth and liquid asset standards during the term of the Aster & Links Loans. As of March 31, 2026, we were in compliance with all of the net worth and liquid asset standards. See “—Our Investments—1991 Main Street**–Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans” above and “Note 7– Debt, Net” to our unaudited consolidated financial statements in this Form 10-Q for a more detailed discussion of the Aster & Links Refinance Transactions.

Previous wording

As of the date of this Form 10-Q, we currently anticipate that the remaining funding for construction and soft costs associated with the development of Aster & Links will be a minimum of $13.0 million (inclusive of the aforementioned unfunded capital commitment). For additional details regarding Aster & Links, see “—Our Investments—1991 Main Street**–**Sarasota Florida (“Aster & Links”).”

Current wording

As of the date of this Form 10-Q, we currently anticipate that the remaining funding for construction and soft costs associated with the development of Aster & Links will be a minimum of $12.1 million (inclusive of the aforementioned unfunded capital commitment). For additional details regarding Aster & Links, see “—Our Investments—1991 Main Street**–**Sarasota Florida (“Aster & Links”).”

Previous wording

As of September 30, 2025, we have drawn down $73.9 million on the 1000 First Construction Loan and had an unfunded capital commitment of $14.0 million under the 1000 First CMA. See “—Our Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”)” above for a more detailed discussion of the 1000 First Construction Loan and 1000 First CMA.

Current wording

As of March 31, 2026, we have drawn down $93.3 million on the 1000 First Construction Loan and had an unfunded capital commitment of $0.8 million under the 1000 First CMA. See “—Our Investments—1000 First Avenue North and 900 First Avenue North**–**St. Petersburg, Florida (“VIV”)” above for a more detailed discussion of the 1000 First Construction Loan and 1000 First CMA.

Previous wording

As of the date of this Form 10-Q, we currently anticipate the remaining funding for construction and soft costs associated with the development of VIV will be a minimum of approximately $26.2 million (inclusive of the aforementioned unfunded capital commitment). For additional details regarding Viv, see “—Our Investments—1000 First Avenue North and 900 First Avenue North**–**St. Petersburg, Florida (“VIV”).”

Current wording

As of the date of this Form 10-Q, we currently anticipate the remaining funding for construction and soft costs associated with the development of VIV will be a minimum of approximately $9.2 million (inclusive of the aforementioned unfunded capital commitment). For additional details regarding Viv, see “—Our Investments—1000 First Avenue North and 900 First Avenue North**–**St. Petersburg, Florida (“VIV”).”

Previous wording

As of September 30, 2025, we have drawn down $10.0 million on the 900 8th Land Loan and exercised the first of two available six-month extension options on the 900 8th Land Loan, extending the maturity to January 2026. One additional six-month extension option remains available, subject to certain conditions. For additional details regarding 900 8th Avenue South and 900 8th Land Loan, see “—Our Investments—900 8th Avenue South – Nashville, Tennessee.”

Current wording

As of March 31, 2026, we have drawn down $10.0 million on the 900 8th Land Loan, which is due to mature in July 2026. For additional details regarding 900 8th Avenue South and 900 8th Land Loan, see “—Our Investments—900 8th Avenue South – Nashville, Tennessee.”

Previous wording

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash during the nine months ended September 30, 2025 and 2024 (amounts in thousands):

Current wording

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash during the three months ended March 31, 2026 and 2025 (amounts in thousands):

Previous wording

As of September 30, 2025 and 2024, cash and cash equivalents and restricted cash totaled approximately $35.8 million and $27.5 million, respectively.

Current wording

As of March 31, 2026 and 2025, cash and cash equivalents and restricted cash totaled approximately $23.3 million and $27.5 million, respectively.

Previous wording

Net cash flows used in operating activities during the nine months ended September 30, 2025 primarily relates to interest expense incurred on our indebtedness, the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees. Net cash flows used in operating activities during the nine months ended September 30, 2024 primarily relates to interest expense incurred on our indebtedness, the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees.

Current wording

Net cash flows used in operating activities during the three months ended March 31, 2026 primarily relates to the revenues and expenses of our operating properties, interest expense incurred on our indebtedness, the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees. Net cash flows used in operating activities during the three months ended March 31, 2025 primarily relates to interest expense incurred on our indebtedness, the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees.

Previous wording

Net cash flows used in investing activities during the nine months ended September 30, 2025 and 2024 primarily relates to funding costs for our development properties. For additional details regarding our development properties, see “—Our Investments.”

Current wording

Net cash flows used in investing activities during the three months ended March 31, 2026 and 2025 primarily relates to funding costs for our development properties. For additional details regarding our development properties, see “—Our Investments.” During the three months ended March 31, 2026, we funded the BPOZ Tokeneke Loan as further described in “—Our Investments—100 Tokeneke Road – Darien, Connecticut” and “Note 4 – Related Party Arrangements” to our unaudited consolidated financial statements in this Form 10-Q.

Previous wording

Net cash flows provided by financing activities for the nine months ended September 30, 2025 primarily relates to the net proceeds from debt financing activities, including additional draws on the 1000 First Construction Loan and net cash proceeds generated from the Aster & Links Refinancing Transactions further described in “—Our Investments —1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”)” and “—Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans.” Net cash flows provided by financing activities for the nine months ended September 30, 2024 primarily relates to proceeds from financings, including the variable-rate construction loan with Bank OZK and mezzanine loan with Southern Realty Trust Holdings, LLC that were subsequently retired by the Aster & Links Refinancing Transactions, the 1000 First Construction Loan, and the 900 8th Land Loan. For additional details regarding our outstanding indebtedness, see “—Liquidity and Capital Resources.”

Current wording

Net cash flows provided by financing activities for the three months ended March 31, 2026 primarily relates to the net proceeds from debt financing activities, including additional draws on the 1000 First Construction Loan and the Aster & Links Loans as further described in “—Our Investments—1000 First Avenue North and 900 First Avenue North**–St. Petersburg, Florida (“VIV”)” and “—Our Investments—1991 Main Street–**Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans”, respectively. Net cash flows provided by financing activities for the three months ended March 31, 2025 primarily relates to the proceeds from financings, including the 1991 Main Mezzanine Loan, the 1991 Main Construction Loan, and the 1000 First Construction Loan.For additional details regarding our outstanding indebtedness, see “—Liquidity and Capital Resources.”