Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2025 (the "Effective Date"), BPOZ 1991 Main, LLC, a Delaware limited liability company ("BPOZ 1991 Main"), and indirect majority-owned subsidiary of Belpointe PREP, LLC (together with its subsidiaries, "we," "us," "our," or the "Company"), entered into a variable-rate mortgage loan agreement (the "1991 Main Mortgage Loan Agreement") with SM Finance III LLC, a Delaware limited liability company (the "Lender"), for up to $163.3 million in principal amount (the "1991 Main Mortgage Loan"), which is secured by our 1991 Main Street, Sarasota, Florida, development project ("Aster & Links").

On the Effective Date, approximately $114.1 million of the initial $138.3 million advance of proceeds under the 1991 Main Mortgage Loan (the "Initial Mortgage Loan Advance") was used to refinance the remaining balance of our variable rate constriction loan with Bank OZK. Advances under 1991 Main Mortgage Loan will initially bear interest at a fluctuating rate equal to the Term SOFR (as defined in the 1991 Main Mortgage Loan Agreement) plus 1.5%. The remainder of the Initial Mortgage Loan Advance and any additional advances may be used to fund expenses in connection with leasing the non-residential space at Aster & Links, and for certain capital expenditures, debt service, carry amounts and earnouts (the "Permitted Use of Proceeds"). The 1991 Main Mortgage Loan has an initial maturity date of October 11, 2027, and contains two one-year extensions, exercisable at BPOZ 1991 Main's option, subject to certain restrictions.

On the Effective Date BP Mezz 1991 Main, LLC, a Delaware limited liability company (the "BP Mezz 1991 Main"), the holding company for BPOZ 1991 Main and our indirect majority-owned subsidiary, also entered into a mezzanine loan agreement (the "1991 Main Mezzanine Loan Agreement") with the Lender, for up to $40.8 million in principal amount (the "1991 Main Mezzanine Loan"), which is secured by a pledge of BP Mezz 1991 Main's interest in BPOZ 1991 Main. The 1991 Main Mezzanine Loan also has an initial maturity date of October 11, 2027, and contains two one-year extensions, exercisable at BP Mezz 1991 Main's option, subject to certain restrictions.

On the Effective Date, approximately $34.6 million of the initial advance of proceeds under the 1991 Main Mezzanine Loan together with approximately $17.1 million from the Initial Mortgage Loan Advance was used to refinance the remaining balance of our mezzanine loan with Southern Realty Trust Holdings, LLC. Advances under the 1991 Main Mezzanine Loan will initially bear interest at a fluctuating rate equal to the Term SOFR (as defined in the 1991 Main Mezzanine Loan Agreement) plus 6.75%. Any additional advances under the 1991 Main Mezzanine Loan may be used for the Permitted Use of Proceeds.

The foregoing description of the 1991 Main Mortgage Loan Agreement and 1991 Main Mezzanine Loan Agreement, does not purport to be complete and is qualified in its entirety by reference to the agreements, copies of which we expect to file as exhibits to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.