{"url_path":"/sec/oz/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1807046/0001493152-26-022556-index.html","accession_number":"0001493152-26-022556","cik":"0001807046","ticker":"OZ","issuer_name":"Belpointe PREP, LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1807046/0001493152-26-022556-index.html","primary_entity_key":"0001807046","primary_entity_name":"Belpointe PREP, LLC"},"word_count":596,"has_tables":true,"body_markdown":"** **\n\n**Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds**\n\n \n\n**Unregistered\nSales of Securities**\n\n \n\nDuring\nthe three months ended March 31, 2026, we did not sell any equity securities that were not registered under the Securities Act.\n\n** **\n\n**Use\nof Proceeds from Registered Sales of Securities**\n\n** **\n\nOn\nSeptember 30, 2021, the SEC declared effective our registration statement on Form S-11, as amended (File No. 333-255424), registering\nthe offer and sale of our initial public offering of up to $750,000,000 of our Class A units on a continuous “best efforts”\nbasis at an initial price of $100 per Class A unit (our “Primary Offering”).\n\n** **\n\nOn\nMay 9, 2023, the SEC declared effective our registration statement on Form S-11, as amended (File No. 333-271262), registering the offer\nand sale of up to $750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “\nat the market” offering pursuant to Rule 415(a)(4) under the Securities Act, including by offers and sales made directly to investors\nor through one or more agents (our “Follow-on Offering” and together with our Primary Offering, our “Public Offerings”).\n\n \n\nIn\nconnection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC\n(the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer\nManager enters into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling\ngroup members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We pay our Dealer Manager commissions\nof up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of a Class A unit sold\nin the Follow-on Offering.\n\n \n\nThe\npurchase price for Class A units in our Follow-on Offering is the lesser of (i) the current net asset value (the “NAV”) of\nour 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”)\nduring regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading\nand trading in our Class A units occurred. Our Manager calculates our NAV within approximately 60 days of the last day of each quarter,\nand any adjustments take effect as of the first business day following its public announcement. On March 4, 2026, we announced that\nour NAV as of December 31, 2025 was equal to $116.17 per Class A unit.\n\n \n\nWe\nwill file a prospectus supplement with the SEC disclosing quarterly determinations of our NAV per Class A unit. Additionally, if a material\nevent occurs in between quarterly updates of NAV that would cause our NAV to change by 10% or more from the most recently disclosed NAV,\nwe will disclose the updated price and the reason for the change in prospectus supplement as promptly as reasonably practicable.\n\n \n\nFrom\nthe period of October 7, 2021, the date of the first closing held in connection with our Primary Offering, through December 31, 2025,\nwe issued 2,586,586 Class A units in our Public Offerings, raising net offering proceeds of $247.8 million. During the three months ended\nMarch 31, 2026, we sold 61,408 Class A units, for an aggregate gross proceeds of $3,210,218, in connection with our Public Offerings.\nTogether with the gross proceeds raised in prior offerings by our predecessor in interest, Belpointe REIT, Inc., as of March 31, 2026,\nwe have raised aggregate gross offering cash proceeds of $371.8 million."}