Belpointe PREP, LLC

Item 1. Legal Proceedings

From time to time we may be involved in various claims and legal actions arising in the ordinary course of business.

We record loss contingencies for legal matters when it is both probable that liability will be incurred, and the amount of loss can be reasonably estimated. Where the reasonable estimate of a probable loss is a range, we record the most likely estimate of loss within that range.

For the litigation described below, we do not believe liability is probable and therefore have not accrued loss contingencies for the matter. However, litigation and other disputes are inherently unpredictable and subject to substantial uncertainties. We will reassess our accruals on an ongoing basis taking into account the procedural stage and developments in the litigation.

As of September 30, 2026, we have assessed the litigation described below and concluded that it is neither material nor is any resolution likely to have a material adverse effect on our business, financial condition or results of operations. In addition, as of September 30, 2026, neither we nor any of our subsidiaries were subject to any legal proceedings nor were we aware of any legal proceedings threatened against us or any of our subsidiaries that could be deemed material.

The Galinn Fund LLC

On December 5, 2024, the Galinn Fund LLC, a New York limited liability company (“Galinn”), filed a complaint in Connecticut State Superior Court naming CMC Storrs SPV, LLC (“CMC”), the holding company for our investment property located at 497-501 Middle Turnpike, Storrs, Connecticut (“497-501 Middle”), as a defendant, alongside Chen Ji, an individual (“Chen”), and two additional entities (the “Guarantors”). For additional details regarding 497-501 Middle, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Investments—497-501 Middle Turnpike and Cedar Swamp Road – Storrs, Connecticut.”

In the complaint Galinn alleges, among other things, that on May 24, 2024, Chen, on behalf of CMC, executed a mortgage note (the “Note”) in the principal amount of $3.0 million (the “Loan”), which was secured in part by a mortgage against 497-501 Middle (the “Mortgage”). Galinn further alleges that CMC is in default under both the Note and Mortgage for failure to make payments when due. Galinn is seeking to foreclose on the Mortgage and damages against CMC and the Guarantors.

In March 2020, when we first acquired an equity interest in CMC, Chen was an affiliate of the entity, however, he thereafter exited the investment and is no longer in any way affiliated with or authorized to act on behalf of CMC. We maintain that the Loan was obtained as a result of Chen’s fraud and Galinn’s negligence, and had Galinn done adequate due diligence, or reviewed the publicly available filings on the State of Connecticut’s Business Records website, or even a basic Google search, Chen’s lack of authority would have been readily apparent prior to Galinn having made the Loan.

On September 15, 2025, CMC filed an amended counterclaim and cross complaint against Chen and Galinn alleging, among other things, fraud, wrongful conduct, theft, conversion, forgery, slander and violations of the Connecticut Unfair Trade Practices Act, and seeking certain declaratory relief as well as damages, attorneys’ fees, and costs and expenses related thereto.

We dispute any liability in the Galinn litigation, believe we have substantial defenses to Galinn’s claims, and are vigorously defending the matter.

JZ Investments, Inc.

On April 24, 2026, JZ Investments, Inc., a Connecticut corporation (“JZ Investments”), individually and derivatively as an equity holder of CMC QOF I, LLC, a Delaware limited liability company, filed a complaint in Connecticut State Superior Court naming us, one of our Operating Companies, BPOZ Storrs Holding, LLC, and CMC as defendants alongside Chen. In the complaint JZ Investments alleges, among other things, that Chen acted fraudulently and we acted negligently, in violation of the Connecticut Unfair Trade Practices Act, and in breach of the implied covenant of good faith and fair dealing, fraudulent transfer and unjust enrichment when entering into a settlement agreement with JZ Investments. JZ Investments is seeking, among other things, restoration of its preferred equity interest in CMC, certain declaratory relief as well as damages, attorneys’ fees, and costs and expenses related thereto.

On May 28, 2026, we filed a motion to dismiss, seeking to dismiss the complaint for lack of personal jurisdiction and insufficiency of service of process. On June 8, 2026, JZ Investments filed a motion to amend the return date, seeking for the return date to be amended to May 12, 2026 in order to comply with the relevant Connecticut statute and to negate our motion to dismiss. In June 2026, the parties filed objections and replies to the motions, and we are waiting for a hearing date to be scheduled on our motion to dismiss and related papers.

We dispute any liability in the JZ Investments litigation and intend to vigorously defend the matter.