Belpointe PREP, LLC

Previous wording

In connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC (the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer Manager enters into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering.

Current wording

In connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC (the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer Manager entered into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We paid our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A units sold in the Follow-on Offering. The Follow-on Registration Statement expired on May 9, 2026.

Previous wording

For the three and six months ended June 30, 2026, we have sold aggregate gross proceeds of zero and $3,210,218, 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 June 30, 2026, we have raised aggregate gross offering proceeds of $371.8 million in our Public Offerings.

Current wording

For the three and nine months ended September 30, 2026, we have sold aggregate gross proceeds of zero and $3,210,218, 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, 2026, we have raised aggregate gross offering proceeds of $371.8 million in our Public Offerings.

Previous wording

The purchase price for Class A units in our Follow-on Offering was 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 May 29, 2026, we announced that our NAV as of March 31, 2026 was equal to $116.25 per Class A unit.

Current wording

The purchase price for Class A units in our Follow-on Offering was 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 28, 2026, we announced that our NAV as of June 30, 2026 was equal to $116.37 per Class A unit.

Previous wording

During the three and six months ended June 30, 2026, we sold an aggregate of 11,798 Class A units, at an average price of $47.60 per Class A unit for aggregate gross proceeds of $566,041, in a series of transactions not involving a public offering to two individual investors in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The issuances did not involve any underwriters or underwriting discounts or commissions.

Current wording

During thethree and nine months ended September 30, 2026, we sold an aggregate of 51,474 and 63,272 Class A units, respectively, at average prices of $44.42 and $46.01 per Class A unit, respectively, for aggregate gross proceeds of $2,332,547 and $2,898,587, respectively, in transactions not involving a public offering in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The issuances did not involve any underwriters or underwriting discounts or commissions.

Previous wording

In September 2025, we completed an approximately $204.1 million post-construction financing for Aster & Links, the proceeds of which were used to retire existing construction debt and will provide additional liquidity to support lease-up and stabilization. We expect the refinancing to generate annual interest savings of several million dollars over the term of the loans. See “—Our Investments—1991 Main Street**–Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans” below for a more detailed discussion of the refinancing.

Current wording

In September 2025, we completed an approximately $204.1 million post-construction financing for Aster & Links, the proceeds of which were used to retire existing construction debt and provides additional liquidity to support lease-up and stabilization. We expect the refinancing to generate annual interest savings of several million dollars over the term of the loans. See “—Our Investments—1991 Main Street**–Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans” below for a more detailed discussion of the refinancing.

Previous 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 July 26, 2026, Aster & Links was greater than 82% 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 November 1, 2026, Aster & Links was greater than 92% leased.

Previous 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.

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 (“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

As of June 30, 2026, we have drawn down approximately $177.8 million under the Aster & Links Loans.

Current wording

As of September 30, 2026, we have drawn down approximately $179.5 million under the Aster & Links Loans.

Previous wording

In connection with the Aster & Links Loans, the Borrowers have entered into interest rate cap agreements (the “Aster & Links Interest Rate Cap”) with an aggregate notional amount of approximately $204.1 million and one-month term SOFR strike rate equal to 6.0% per annum, which Aster & Links Interest Rate Cap has been assigned to SMF pursuant to the terms of the Aster & Links Loans Agreements. The Aster & Links Interest Rate Cap will continue through October 15, 2027, and, pursuant to the terms of the Aster & Links Loan Agreement, must either be extended or the Borrowers must enter into a new interest rate cap agreement that extends through the date of any extensions granted by SMF.

Current wording

In connection with the Aster & Links Loans, the Aster & Links Borrowers have entered into interest rate cap agreements (the “Aster & Links Interest Rate Cap”) with an aggregate notional amount of approximately $204.1 million and one-month term SOFR strike rate equal to 6.0% per annum, which Aster & Links Interest Rate Cap has been assigned to SMF pursuant to the terms of the Aster & Links Loan Agreements. The Aster & Links Interest Rate Cap will continue through October 15, 2027, and, pursuant to the terms of the Aster & Links Loan Agreements, must either be extended or the Aster & Links Borrowers must enter into a new interest rate cap agreement that extends through the date of any extensions granted by SMF.

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 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 July 26, 2026, VIV was greater than 71% 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 November 1, 2026, VIV was greater than 86% leased.

Previous 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).

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 has 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. In January 2026, Site Selection Magazine ranked Tampa fifth among the top ten U.S. cities for corporate headquarters. 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

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 June 30, 2026, we have drawn down $96.0 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 September 30, 2026, we have drawn down $97.3 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 four units located in St. Petersburg, Florida, which we acquired for an aggregate purchase price of $2.6 million, inclusive of transaction costs. As of July 27, 2026, 901-909 Central Avenue was approximately 85% leased.

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 four units located in St. Petersburg, Florida, which we acquired for an aggregate purchase price of $2.6 million, inclusive of transaction costs. As of October 31, 2026, 901-909 Central Avenue was fully leased.

Previous wording

On March 9, 2026, in accordance with the terms set forth in CMC’s Amended and Restated Limited Liability Company Agreement, we, through CMC, entered into a letter agreement (the “CMC Letter Agreement”) to redeem the remaining non-controlling equity interest held by the sole CMC JV Partner, for an aggregate amount of $1.6 million representing the entities original investment together with all accrued and unpaid preferred returns thereon through the date of the CMC Letter Agreement.

Current wording

On March 9, 2026, in accordance with the terms set forth in CMC’s Amended and Restated Limited Liability Company Agreement, we, through CMC, entered into a letter agreement (the “CMC Letter Agreement”) pursuant to which CMC redeemed the remaining non-controlling equity interest held by the sole CMC JV Partner, for an aggregate amount of $1.6 million representing the entity’s original investment together with all accrued and unpaid preferred returns thereon through the date of the CMC Letter Agreement.

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 2026 U.S. News & World Report (“U.S. News”) collegiate rankings, and, based on a fact sheet published by UConn, over 21,042 undergraduate students attended college at the Storrs campus in Fall 2025, with more than a third of those 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 2027 U.S. News & World Report (“U.S. News”) collegiate rankings, and, based on a fact sheet published by UConn, over 21,000 undergraduate students attended college at the Storrs campus in Fall 2025, with more than a third of those students living off campus.

Previous wording

Under the terms and conditions of the 900 8th Purchase and Sale Agreement, the entitlements date will fall on August 10, 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.

Current wording

Under the terms and conditions of the Amended 900 8th Purchase and Sale Agreement, the entitlements date will fall on November 30, 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

The BPOZ Tokeneke Loan bears interest at a rate of 3.6% per annum, computed on the basis of a 365/366-day year, and, unless earlier converted, is due and payable on March 3, 2028. The BPOZ Tokeneke Note is convertible, in whole or in part, in the sole discretion of BPOZ Tokeneke into that number of Class A units of 100 Tokeneke Partners, LLC (“Tokeneke Partners”) a direct holding company for Tokeneke Road, that equal the total amount then being converted, divided by $14.50 per Class A unit (the “Conversion Price”), subject to adjustment as provided in the BPOZ Tokeneke Note. The proceeds of the BPOZ Tokeneke Loan were immediately applied by Tokeneke Road in connection with consummation of its purchase of certain real property located at 100 Tokeneke Road, Darien, Connecticut (the “Property”).

Current wording

The BPOZ Tokeneke Loan bore interest at a rate of 3.6% per annum, computed on the basis of a 365/366-day year, and, unless earlier converted, was due and payable on March 3, 2028. The BPOZ Tokeneke Note was convertible, in whole or in part, in the sole discretion of BPOZ Tokeneke into that number of Class A units of 100 Tokeneke Partners, LLC (“Tokeneke Partners”) a direct holding company for Tokeneke Road, that equal the total amount then being converted, divided by $14.50 per Class A unit (the “Conversion Price”), subject to adjustment as provided in the BPOZ Tokeneke Note. The proceeds of the BPOZ Tokeneke Loan were immediately applied by Tokeneke Road in connection with consummation of its purchase of certain real property located at 100 Tokeneke Road, Darien, Connecticut (the “Property”).

Previous wording

Additionally, the Company entered into a letter agreement (the “Letter Agreement”) with the other 50% equity holder of Tokeneke Partners (the “Unaffiliated Member”), pursuant to which the Company and the Unaffiliated Member were each granted put and call rights with respect to the Unaffiliated Members equity interest totaling $3.5 million in Tokeneke Partners in exchange for Class A units of the Company issued at a price per Class A Unit equal to the average of the high and low sale prices of our Class A units on the NYSE during regular trading hours on the last trading day immediately preceding the put or call date on which the NYSE was open for trading and trading in our Class A units occurred. As set forth in the Letter Agreement, the Unaffiliated Member, shall have the right to sell its 50% equity interest in Tokeneke Partners, in whole or in part, at any point prior to May 31, 2027. In addition, the Company has the right to require the Unaffiliated Member to sell, in whole or in part, its equity interest in Tokeneke Partners during the period commencing on June 1, 2027 and ending on December 31, 2027.

Current wording

Additionally, the Company entered into a letter agreement (the “Letter Agreement”) with the other equity holder of Tokeneke Partners, which held the other 50% interest in Tokeneke Partners prior to the prepayment described below (the “Unaffiliated Member”), pursuant to which the Company and the Unaffiliated Member were each granted put and call rights with respect to the Unaffiliated Member’s equity interest totaling $3.5 million in Tokeneke Partners in exchange for Class A units of the Company issued at a price per Class A Unit equal to the average of the high and low sale prices of our Class A units on the NYSE during regular trading hours on the last trading day immediately preceding the put or call date on which the NYSE was open for trading and trading in our Class A units occurred. As set forth in the Letter Agreement, the Unaffiliated Member, shall have the right to sell its equity interest in Tokeneke Partners, in whole or in part, at any point prior to May 31, 2027. In addition, the Company has the right to require the Unaffiliated Member to sell, in whole or in part, its equity interest in Tokeneke Partners during the period commencing on June 1, 2027 and ending on December 31, 2027.

Previous wording

During the three months ended June 30, 2026 as compared to the same period in 2025, Mixed-use Segment NOI increased by $2.1 million, primarily as a result of VIV, which was substantially completed on September 30, 2025 and therefore did not contribute NOI in the prior year period, as well as increased NOI at Aster & Links due to increased occupancy, partially offset by higher property expenses.

Current wording

During the three months ended September 30, 2026 as compared to the same period in 2025, Mixed-use Segment NOI increased by $2.7 million, primarily due to increased NOI at Aster & Links and VIV as the properties continue to lease-up and stabilize. VIV was substantially completed and in service on September 30, 2025 and therefore did not contribute NOI in the prior year period.

Previous wording

During the three months ended June 30, 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 June 30, 2026, as compared to the same period in 2025, general and administrative expenses were relatively flat.

Current wording

During the three months ended September 30, 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 Cost 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 September 30, 2026, as compared to the same period in 2025, general and administrative expenses were relatively flat.

Previous wording

During the three months ended June 30, 2026 and 2025, interest expense totaled $5.6 million and $2.9 million, respectively, consisting of gross interest expense of $4.9 million and $5.5 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 $3.3 million, respectively. The increase in interest expense during the three months ended June 30, 2026 as compared to the same period in 2025, is primarily due to the completion of development activities at certain properties and therefore interest is no longer being capitalized.

Current wording

During the three months ended September 30, 2026 and 2025, interest expense totaled $5.6 million and $4.8 million, respectively, consisting of gross interest expense of $4.9 million and $5.0 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $0.7 million and $0.5 million, respectively, partially offset by capitalized interest and fees of zero and $0.7 million, respectively. The increase in interest expense during the three months ended September 30, 2026 as compared to the same period in 2025, is primarily due to the completion of development activities at VIV and therefore interest is no longer being capitalized.

Previous wording

During the three months ended June 30, 2026 as compared to the same period 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.

Current wording

During the three months ended September 30, 2026 as compared to the same period in 2025, depreciation and amortization increased by $1.2 million, primarily due to the depreciation expense recognized in the current year period of the VIV real estate assets, which were placed in service on September 30, 2025 upon substantial completion.

Previous wording

During the three months ended June 30, 2026 and 2025, interest income decreased by $0.1 million primarily due to lower interest earned from cash balances held in interest bearing bank accounts, partially offset by interest income from the BPOZ Tokeneke Loan (see “—Our Investments—100 Tokeneke Road – Darien, Connecticut”).

Current wording

During the three months ended September 30, 2026 as compared to the same period in 2025, interest income decreased by $0.1 million primarily due to lower interest earned from cash balances held in interest bearing bank accounts, partially offset by interest income from the BPOZ Tokeneke Loan (see “—Our Investments—100 Tokeneke Road – Darien, Connecticut”).

Previous wording

Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

Current wording

Comparison of the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025

Previous wording

The following table sets forth information regarding our results of Segment NOI, reconciled to our consolidated statement of operations, for the six months ended June 30, 2026 and 2025 (amounts in thousands):

Current wording

The following table sets forth information regarding our results of Segment NOI, reconciled to our consolidated statement of operations, for the nine months ended September 30, 2026 and 2025 (amounts in thousands):

Previous wording

During the three months ended June 30, 2026 as compared to the same period in 2025, Commercial Segment NOI increased by $0.3 million, primarily due to lower real estate tax expenses and an increase in rental revenue.

Current wording

During the nine months ended September 30, 2026 as compared to the same period in 2025, Commercial Segment NOI increased by $0.1 million, primarily due to an increase in rental revenue and lower property expenses.

Previous wording

During the six months ended June 30, 2026 as compared to the same period in 2025, Mixed-use Segment NOI increased by $2.6 million primarily as a result of VIV, which was substantially completed on September 30, 2025 and therefore did not contribute NOI in the prior year period, as well as increased NOI at Aster & Links due to increased occupancy, partially offset by higher property expenses.

Current wording

During the nine months ended September 30, 2026 as compared to the same period in 2025, Mixed-use Segment NOI increased by $5.2 million primarily due to increased NOI at Aster & Links and VIV as the properties continue to lease-up and stabilize. VIV was substantially completed and in service on September 30, 2025 and therefore did not contribute NOI in the prior year period.

Previous wording

Pursuant to our 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 six months ended June 30, 2026 as compared to the same period in 2025, management fees were relatively flat.

Current wording

Pursuant to our 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 nine months ended September 30, 2026 as compared to the same period in 2025, management fees increased by $0.1 million due to a higher NAV.

Previous wording

During the six months ended June 30, 2026 and 2025, general and administrative expenses primarily consisted of employee cost sharing expenses (pursuant to our Management Agreement and Employee and Cost Sharing Agreement), marketing expenses, legal, audit, tax and accounting fees. During the six months ended June 30, 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

Current wording

During the nine months ended September 30, 2026 and 2025, general and administrative expenses primarily consisted of employee cost sharing expenses (pursuant to our Management Agreement and Services and Cost Sharing Agreement), marketing expenses, legal, audit, tax and accounting fees. During the nine months ended September 30, 2026, as compared to the same period in 2025, general and administrative expenses increased by $0.3 million primarily due to a decrease in capitalized costs incurred by our Manager and its affiliates.

Previous wording

During the six months ended June 30, 2026 and 2025, interest expense totaled $10.9 million and $7.2 million, respectively, consisting of gross interest expense of $9.5 million and $10.0 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $1.4 million and $1.5 million, respectively, partially offset by capitalized interest and fees of zero and $4.3 million, respectively. The increase in interest expense during the six months ended June 30, 2026 as compared to the same period in 2025, is primarily due to the completion of development activities at certain properties and therefore interest is no longer being capitalized.

Current wording

During the nine months ended September 30, 2026 and 2025, interest expense totaled $16.5 million and $12.1 million, respectively, consisting of gross interest expense of $14.5 million and $15.1 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $2.0 million and $2.0 million, respectively, partially offset by capitalized interest and fees of zero and $5.0 million, respectively. The increase in interest expense during the nine months ended September 30, 2026 as compared to the same period in 2025, is primarily due to the completion of development activities at VIV and therefore interest is no longer being capitalized.

Previous wording

During the six months ended June 30, 2026 and 2025, interest income decreased by $0.1 million primarily due to lower interest earned from cash balances held in interest bearing bank accounts partially offset by interest income from the BPOZ Tokeneke Loan (see “—Our Investments—100 Tokeneke Road – Darien, Connecticut”).

Current wording

During the nine months ended September 30, 2026 as compared to the same period in 2025, interest income decreased by $0.2 million primarily due to lower interest earned from cash balances held in interest bearing bank accounts partially offset by interest income from the BPOZ Tokeneke Loan (see “—Our Investments—100 Tokeneke Road – Darien, Connecticut”).

Previous wording

Other income (expense) for the six months ended June 30, 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.

Current wording

Other income (expense) for the nine months ended September 30, 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

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 six months ended June 30, 2026 and 2025. During the three months ended June 30, 2026 and 2025, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $0.5 million and $0.4 million, respectively, on our behalf. During the six months ended June 30, 2026 and 2025, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $0.9 million and $0.9 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 nine months ended September 30, 2026 and 2025. During the three months ended September 30, 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. During the nine months ended September 30, 2026 and 2025, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $1.4 million and $1.3 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

As of the date of this Form 10-Q, we currently anticipate that the remaining funding of development and leasing related costs associated with the development of Aster & Links will be a minimum of $11.4 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 of development and leasing related costs associated with the development of Aster & Links will be a minimum of $10.6 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 June 30, 2026, we have drawn down $96.0 million on the 1000 First Construction Loan. 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.

Current wording

As of September 30, 2026, we have drawn down $97.3 million on the 1000 First Construction Loan. 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.

Previous wording

As of the date of this Form 10-Q, we currently anticipate the remaining funding for development and leasing related costs associated with the development of VIV will be a minimum of approximately $3.6 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 development and leasing related costs associated with the development of VIV will be a minimum of approximately $3.5 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

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash during the six months ended June 30, 2026 and 2025 (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 nine months ended September 30, 2026 and 2025 (amounts in thousands):

Previous wording

As of June 30, 2026 and 2025, cash and cash equivalents and restricted cash totaled approximately $22.0 million and $29.7 million, respectively.

Current wording

As of September 30, 2026 and 2025, cash and cash equivalents and restricted cash totaled approximately $25.1 million and $35.8 million, respectively.

Previous wording

Net cash flows used in operating activities during the six months ended June 30, 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 six months ended June 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.

Current wording

Net cash flows used in operating activities during the nine months ended September 30, 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 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.

Previous wording

Net cash flows used in investing activities during the six months ended June 30, 2026 and 2025 primarily relates to funding costs for our development properties. For additional details regarding our development properties, see “—Our Investments.” During the six months ended June 30, 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.

Current wording

Net cash flows used in investing activities during the nine months ended September 30, 2026 and 2025 primarily relates to funding costs for our development properties. For additional details regarding our development properties, see “—Our Investments.” During the nine months ended September 30, 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.