Belpointe PREP LLC Unit-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from____________ to ____________Commission file number 001-40911 Belpointe PREP, LLC(Exact name of registrant as specified in its charter) 255 Glenville RoadGreenwich, Connecticut 06831(Address of principal executive offices) (Zip Code) (203) 883-1944(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer 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 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). The aggregate market value of Class A units held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant’smost recently completed second fiscal quarter, was approximately $210,850,551, based on the closing sale price reported for such date on theNYSE American. Class A units held by each executive officer, director and holder of more than 5% of the registrant’s Class A units have beenexcluded based on the assumption that such persons may be deemed to be affiliates. These assumptions should not be deemed to constitute anadmission that such persons are affiliates, or that there are not other persons who may be deemed to be affiliates, of the registrant. Theregistrant’s Class B units and Class M unit are not listed on a national securities exchange or traded in an over-the-counter market. As of March13, 2026, the registrant had 3,896,184 Class A units, 100,000 Class B units and one Class M unit outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PagePART IItem 1. Business5Item 1A. Risk Factors14Item 1B. Unresolved Staff Comments40Item 1C. Cybersecurity41Item 2. Properties41Item 3. Legal Proceedings41Item 4. Mine Safety Disclosures41PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities42Item 6. Reserved42Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations43Item 7A. Quantitative and Qualitative Disclosures About Market Risk49Item 8. Financial Statements and Supplementary Data50Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures75Item 9A. Controls and Procedures75Item 9B. Other Information75Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections75PART IIIItem 10. Directors, Executive Officers and Co