# Belpointe PREP, LLC

> Clarifo company profile — qualitative business description generated from
> the company's filings. Financial statements, charts and ratios are
> available on Clarifo (https://www.clarifo.com/en/companies/Belpointe PREP, LLC).

## Overview

Belpointe PREP, LLC is a publicly traded qualified opportunity fund that acquires, develops, redevelops, and manages commercial and mixed-use real estate located in qualified opportunity zones. The company operates through its operating companies and is externally managed by Belpointe PREP Manager, LLC, an affiliate of its sponsor, Belpointe, LLC. Its structure is designed to attract capital from investors seeking potential tax advantages tied to opportunity zone investments. The portfolio is concentrated in U.S. real estate projects, with current activity including development and leasing of properties such as Viv in St. Petersburg, Florida.

## Products & services

• Acquisition of commercial real estate in opportunity zones
• Development and redevelopment of mixed-use properties
• Property management and leasing operations
• Real estate financing and capital raising through public offerings
• Asset management through externally managed operating companies

- **Commercial real estate** (20%) — Income-producing commercial properties held, operated, and financed within qualified opportunity zones.
- **Mixed-use real estate** (80%) — Properties combining residential, retail, office, or hospitality uses, often in development or redevelopment stages.
- **Property operations** (0%) — Rental, leasing, and property expense management for owned real estate assets.
- **Capital raising and fund management** (0%) — Public offering activity, investor capital deployment, and management of the qualified opportunity fund structure.

- Acquisition of commercial real estate in opportunity zones
- Development and redevelopment of mixed-use properties
- Property management and leasing operations
- Real estate financing and capital raising through public offerings
- Asset management through externally managed operating companies

## Customers

Belpointe PREP does not sell to a broad consumer base; its primary counterparties are tenants, investors, lenders, and service providers tied to its real estate platform. Tenants in commercial and mixed-use properties generate rental revenue and occupy the assets the company develops and manages. Investors in its public offerings provide capital and are attracted by the qualified opportunity fund structure and the potential for favorable capital gains treatment. Banks and other lenders are also important stakeholders because the company relies on construction and acquisition financing to fund development activity.

- **Commercial tenants** (primary) — Businesses leasing space in the company's commercial properties for operating locations and income-producing occupancy.
- **Mixed-use tenants** (primary) — Residential, retail, or other users in mixed-use developments that support rental revenue and property stabilization.
- **Public investors** (primary) — Investors purchasing Class A units in the public offering to gain exposure to opportunity zone real estate and potential tax benefits.
- **Lenders and financing partners** (secondary) — Banks and other lenders providing construction, mezzanine, and acquisition financing to fund development and asset growth.

- Commercial tenants leasing space in opportunity-zone properties
- Mixed-use tenants and occupants generating rental income
- Public investors buying Class A units for tax-advantaged exposure
- Lenders financing acquisitions, construction, and mezzanine debt
- Vendors and contractors supporting development and redevelopment projects

## Geography

Belpointe PREP's business is concentrated in the United States, with properties located in qualified opportunity zones and development activity tied to specific U.S. markets. The company highlighted a Nashville, Tennessee asset in its impairment discussion and a St. Petersburg, Florida project at 1000 First Avenue North, showing that its portfolio is geographically selective rather than nationally diversified. Because opportunity zone eligibility is location-specific, geography is central to the company's investment thesis and tax positioning. Its exposure is therefore tied to local rental demand, construction conditions, financing availability, and property-level market dynamics in the cities where it owns assets.

- **United States** (100%) — All disclosed operations and assets are in U.S. opportunity zones.

- United States is the core operating geography
- Assets are concentrated in qualified opportunity zones
- St. Petersburg, Florida is a named development market
- Nashville, Tennessee was referenced in an impairment charge
- Local market conditions directly affect rents, absorption, and valuations

## Strategy

The company's strategy is to deploy capital into commercial and mixed-use real estate assets located in qualified opportunity zones, where tax incentives can improve the appeal of the investment platform. It continues to focus on identifying, acquiring, developing, and redeveloping properties while managing construction and leasing execution to create stabilized income-producing assets. Management also emphasizes maintaining access to capital through public offerings and financing arrangements, since development activity is capital intensive. In the current environment, the company is reviewing investment and financing strategies to reduce risk amid higher rates, market volatility, and uncertainty in transaction and credit markets.

- **Deploy capital into opportunity-zone projects** (medium-term) — The fund structure depends on investing in qualified opportunity zone property to support its tax-advantaged investment thesis.
- **Stabilize and lease development assets** (medium-term) — Rental revenue and property-level NOI depend on moving projects from construction into income-producing operations.
- **Preserve access to financing and offering proceeds** (short-term) — The business is capital intensive and depends on external funding for acquisitions, construction, and debt service.

- Acquire and develop opportunity-zone real estate assets
- Convert development projects into stabilized income-producing properties
- Use public offerings to fund acquisitions and construction
- Manage financing structure to support capital-intensive projects
- Reduce exposure to rate, liquidity, and transaction-market volatility

## Risks

Belpointe PREP faces classic real estate development risks, including construction delays, cost overruns, lease-up risk, and property valuation declines. Its dependence on external capital makes it vulnerable to higher interest rates, tighter credit conditions, and slower transaction markets, all of which can reduce liquidity and raise financing costs. Because the portfolio is concentrated in opportunity zones and specific U.S. markets, local demand weakness or adverse changes in those markets can have an outsized impact on results. The company also has exposure to fair value and impairment risk, as shown by the Nashville asset impairment, and to sponsor/manager dependence because it is externally managed and has no employees.

- **Higher interest rates and tighter credit markets** [high] — The company relies on construction loans, mezzanine debt, and ongoing capital access to fund development and operations.
- **Construction delays and cost overruns** [high] — Development and redevelopment projects require significant capital and timing discipline; delays can defer rental income and increase costs.
- **Real estate valuation declines and impairment charges** [high] — Asset values can fall below carrying value, forcing write-downs and reducing reported equity and earnings.
- **Concentration in opportunity-zone and local markets** [medium] — A limited set of geographies and asset types increases sensitivity to local demand, rent growth, and absorption trends.
- **Dependence on external manager and related-party arrangements** [medium] — The company has no employees and relies on Belpointe PREP Manager, LLC for operations and execution.

- Construction and development execution risk on active projects
- Interest rate and financing risk due to heavy reliance on debt and capital raises
- Property valuation and impairment risk if market values fall below carrying values
- Lease-up and occupancy risk for mixed-use and commercial assets
- Liquidity risk if public offerings or lender funding slow
- Concentration risk in qualified opportunity zones and selected U.S. markets
- External management dependence and related-party fee structure

## Accounting

The most important accounting judgments for Belpointe PREP are fair value and impairment assessments for real estate, because changes in market value can materially affect reported results. Revenue is driven primarily by rental income, so the timing of lease commencement, property placements in service, and occupancy changes can create quarter-to-quarter volatility. The company also capitalizes and then depreciates development-related assets, while interest expense is affected by whether interest is capitalized during construction or expensed after assets are placed in service. Because it is externally managed and uses related-party agreements, investors should also watch management fees, cost-sharing arrangements, and debt discount amortization, all of which affect reported net loss and comparability across periods.

- **Real estate fair value and impairment** — Can materially change net income and asset carrying amounts
- **Capitalized interest and development costs** — Affects interest expense and asset basis
- **Rental revenue timing** — Creates seasonal and project-driven revenue volatility
- **Related-party management fees** — Affects general and administrative expense and net loss

- Fair value and impairment testing for real estate assets
- Rental revenue recognition tied to lease commencement and occupancy
- Capitalization of construction costs and interest during development
- Depreciation and amortization after assets are placed in service
- Debt discount and debt issuance cost amortization
- Related-party management fees and cost-sharing arrangements
- Quarterly volatility from development timing and property stabilization

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*Last updated: 2026-08-11T04:46:23.569862+00:00*
