Belpointe PREP, LLC
For the period ended Aug 27, 2026. Filed Aug 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 27, 2026 · Filed Aug 27, 2026
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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION****
**Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement. |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
| ☒ | Definitive Proxy Statement. |
| ☐ | Definitive Additional Materials. |
| ☐ | Soliciting Material Pursuant to § 240.14a-12. |
Belpointe PREP, LLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Belpointe PREP, LLC
255 Glenville Road
Greenwich, Connecticut 06831
Dear Fellow Unitholders:
Please join us for Belpointe PREP, LLC’s (“we,” “us,” “our,” the “Company” or “Belpointe OZ’s”) annual meeting of unitholders (the “Annual Meeting”) on Monday, October 12, 2026, at 12:00 p.m. Eastern Time, at the offices of the Company at 255 Glenville Road, Greenwich, Connecticut 06831, or at such other time and place to which the Annual Meeting may be adjourned. The Annual Meeting will be held in person only. We ask that unitholders who plan to attend the Annual Meeting in person please contact Belpointe OZ’s Investor Relations Department at 1-833-828-2721 or via email at IR@belpointeoz.com.
Attached to this letter is a notice of Annual Meeting of unitholders and proxy statement, which describe the business to be conducted at the meeting. We urge you to read the accompanying materials regarding the matters to be voted on at the Annual Meeting and to submit your voting instructions by proxy.
Whether or not you plan to attend the meeting, your vote is important to us. You may vote your Class A units by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card or voting instruction form, or you may vote in person at the Annual Meeting. We encourage you to vote by proxy by Internet, by telephone or by proxy card or voting instruction form even if you plan to attend the Annual Meeting. By doing so, you will ensure that your Class A units are represented and voted at the Annual Meeting.
Thank you for your continued support of Belpointe OZ.
Sincerely,
/s/ Brandon E. Lacoff
Brandon E. Lacoff
Chairman of the Board and Chief Executive Officer
Belpointe PREP, LLC
255 Glenville Road
Greenwich, Connecticut 06831
NOTICE OF ANNUAL MEETING OF UNITHOLDERS
**To Be Held on October 12, 2026
at 12:00 p.m. Eastern Time
To the Unitholders of Belpointe PREP, LLC:
Notice is hereby given that the annual meeting of unitholders (the “Annual Meeting”) of Belpointe PREP, LLC, a Delaware limited liability company (“we,” “us,” “our,” the “Company” or “Belpointe OZ”), will be held on Monday, October 12, 2026, at 12:00 p.m. Eastern Time, at the offices of the Company at 255 Glenville Road, Greenwich, Connecticut 06831, in person only. We ask that unitholders who plan to attend the Annual Meeting in person please contact Belpointe OZ’s Investor Relations Department at 1-833-828-2721 or via email at IR@belpointeoz.com.
The Annual Meeting is being held for the following purposes:
| 1. | To elect two Class II directors to serve until their successors are elected or appointed and qualified or until the earlier of their resignation, removal, incapacity or death; |
| 2. | To ratify the appointment of CohnReznick LLP (“CohnReznick”), as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To approve, for purposes of complying with Section 713(a) of the NYSE American Company Guide, the offer and sale of up to $250,000,000 of the Company’s Class A units from time to time on a continuous “best efforts” basis in a registered “at the market” offering pursuant to Rule 415(a) of the Securities Act of 1933, as amended; and |
| 4. | To transact such other business as may properly come before the Annual Meeting or any adjournments thereof. |
The Board of Directors of the Company has fixed the close of business on August 21, 2026, as the record date for determining the unitholders having the right to vote at the Annual Meeting or any adjournment thereof. A list of such unitholders will be available for examination by unitholders for any purpose germane to the Annual Meeting during ordinary business hours at the offices of the Company at 255 Glenville Road, Greenwich, Connecticut 06831, during the ten days prior to the Annual Meeting.
In accordance with U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish our proxy materials over the Internet, we are mailing to most of our unitholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy materials. The Notice contains instructions on how to access our proxy materials over the Internet and how to submit a proxy via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials.
Your vote is very important! Whether or not you plan to participate in the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible.
You will find instructions on how to vote on the proxy card or voting instruction form attached hereto. Most unitholders vote by proxy and do not attend the Annual Meeting in person. However, as long as you were a unitholder at the close of business on August 21, 2026, you have the right to attend the Annual Meeting, or to send a representative, to vote on the proposals being presented.
By Order of the Board of Directors
/s/ Brandon E. Lacoff
Brandon E. Lacoff
Chairman of the Board and Chief Executive Officer
Greenwich, Connecticut
August 27, 2026
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on October 12, 2026: Our proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and all amendments or supplements to the foregoing materials that are required to be furnished to our unitholders are available at www.proxyvote.com an can be accessed by using the control number and following the instructions located on the Notice.
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PROXY VOTING METHODS
As long as you were a unitholder as of the close of business on August 21, 2026, you have the right to vote your Class A units by proxy over the Internet, by telephone or by mail in advance of the Annual Meeting, or you may vote, or send a representative to vote, in person at the Annual Meeting.
You may also revoke your proxy at the times and in the manners described in the “Questions and Answers About the Proxy Materials and Annual Meeting” section of this proxy statement beginning on page 3. For Class A units held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.
Your vote by proxy over the Internet, by telephone or by mail must be received by 11:59 p.m., Eastern Time, on Sunday, October 11, 2026, to be counted. If you hold your Class A units through a broker, bank or other nominee, please refer to information from your bank, broker or nominee for voting instructions.
Vote Over the Internet
| ● | You may vote by proxy over the internet 24 hours a day, seven days a week, by going to www.proxyvote.com and following the instructions provided. |
| ● | You will need the control number included on your Notice to access your records and create an electronic voting instruction form. |
Vote by Telephone
| ● | You may vote by proxy over the telephone 24 hours a day, seven days a week, by calling 800-690-6903. |
| ● | You will need the control number included on your Notice to vote by telephone. |
Vote by Mail
| ● | You may vote by proxy by mail by requesting a paper copy of the proxy materials, which will include a proxy card or voting instruction form. |
| ● | Mark your selections on the proxy card or voting instruction form, and date and sign your name as it appears on the proxy card or voting instruction form. |
| ● | Mail the proxy card or voting instruction form in the enclosed postage-paid envelope provided. |
Vote in Person
If you wish to attend the Annual Meeting and vote in person, please contact Belpointe OZ’s Investor Relations Department at 1-833-828-2721 or by email at IR@belpointeoz.com to reserve your spot and to obtain directions. Please bring the Notice that you receive in the mail or via email to the Annual Meeting. If you hold your Class A units in street name (through a broker, bank or other nominee), you must also obtain a legal proxy from your broker, bank or other nominee to vote in person—bringing the Notice alone will not be sufficient to vote Class A units held in street name.
Electronic Delivery and Paper Copies of Proxy Materials
To receive a copy of Belpointe OZ’s proxy materials by mail or email, free of charge, for this or future unitholder meetings, please contact Broadridge by telephone at 800-579-1639 or by email at sendmaterial@proxyvote.com. Please include “Belpointe PREP Proxy Materials Order” in the subject line and, in the body of the email message, include your full name, address, and request. Please also include the control number in the subject line. To facilitate timely delivery, requests should be received by September 28, 2026.
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TABLE OF CONTENTS
| General Information | 1 |
|---|---|
| Questions and Answers About the Proxy Materials and Annual Meeting | 3 |
| Proposal No. 1 — Election Of Directors | 8 |
| Proposal No. 2 — Ratification Of Appointment of Independent Registered Public Accounting Firm | 9 |
| Proposal No. 3 — Approval of the Public Offering Proposal | 10 |
| Corporate Governance | 11 |
| Compensation of Directors and Executive Officers | 17 |
| Certain Relationships and Related Party Transactions | 18 |
| Security Ownership of Certain Beneficial Owners and Management | 22 |
| Section 16(A) Beneficial Ownership Reporting Compliance | 22 |
| Unitholder Proposals | 23 |
| Other Business | 24 |
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**BELPOINTE PREP, LLC
255 Glenville Road
Greenwich, Connecticut 06831
**PROXY STATEMENT
FOR
ANNUAL MEETING OF UNITHOLDERS
October 12, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.