Belpointe PREP LLC Unit-A美股招股说明书(2026-01-12版)

Belpointe PREP, LLCUp to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 12, 2023 (the“Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, Supplement No. 2, dated June 6, 2023, Supplement No. 3,dated August 25, 2023, Supplement No. 4, dated September 1, 2023, Supplement No. 5, dated November 17, 2023, Supplement No. 6,dated November 17, 2023, Supplement No. 7, dated February 29, 2024, Supplement No. 8, dated June 3, 2024, Supplement No. 9,dated August 30, 2024, Supplement No. 10, dated November 29, 2024, Amendment No. 1 to Supplement No. 10, dated February 14,2025, Supplement No. 11, dated March 10, 2025, Supplement No. 12, dated May 30, 2025, Supplement No. 13, dated, August 29,2025, Supplement No. 14 dated, September 22, 2025, Supplement No. 15, dated November 28, 2025, and Supplement No. 16, datedNovember 28, 2025 which forms a part of our registration statement on Form S-11 (No. 333-271262). Capitalized terms used but nototherwise defined in this Supplement shall have the meanings ascribed to them in the Prospectus. This Supplement is being filed to update, amend and supplement the information in our Prospectus with the informationcontained in our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 12,2026 (the “Current Report”). Accordingly, we have attached the Current Report to this Supplement. This Supplement is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,including any amendments or supplements thereto. This Supplement should be read in conjunction with the Prospectus and if there isany inconsistency between the information in the Prospectus and this Supplement, you should rely on the information in thisSupplement. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 15 of theProspectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this Prospectus is January 12, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934Date of Report (Date of earliest event reported): January 12, 2026 (January 6, 2026) Belpointe PREP, LLC(Exact name of registrant as specified in its charter) 001-40911(Commission File Number) Delaware(State or other jurisdiction ofincorporation) 84-4412083 (IRS Employer Identification No.) 255 Glenville RoadGreenwich, Connecticut(Address or principal executive offices) 06831(Zip Code) (203) 883-1944(Registrant’s telephone number, including area code) Not Applicable(Former name or former address, if changes since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of ClassTrading SymbolName of Exchange on which registeredClass A unitsOZNYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐ Item 1.01 Entry into a Material Definitive Agreement. On January 6, 2026 (the “Effective Date”), Belpointe PREP, LLC (the “Company”), 100 Tokeneke Partners, LLC, a Delaware limitedliability company and indirect minority-owned subsidiary of the Company (“Tokeneke Partners”), and Daniel Suozzi (the “Suozzi”)entered into a Letter Agreement (the “Letter Agreement”) in connection with a transaction in which Suozzi contributed his indirectownership interest in certain real property located at 100 Tokeneke Road, Darien, Connecticut, to Tokeneke Partners in exchange for243,000 units in Tokeneke Partners designated as “Class B” units (the “Tokeneke Units”). Pursuant to the terms of the Letter Agreement, Suozzi has the right during the pe